Returns, Repairs and Replacements: If Phase receives a notice from Purchaser within 10 days of delivery that any consumables were deteriorated at the time of delivery, or any products were damaged at the time of delivery, Phase may, at its sole discretion, repair, replace or refund the affected units. If Phase receives a request from customer for additional vials within 90 days of delivery, because consumables have evaporated, Phase will provide additional vials up to 1% of the total number contained in a particular delivery free of charge to Purchaser to account for product limitations. Purchaser shall have no other rights or remedies with respect to products that Purchaser considers non-conforming, deficient or unfit for purpose.
Limitation of Liability: PHASE’S TOTAL LIABILITY TO PURCHASER SHALL BE LIMITED TO THE GREATER OF (A) THE INVOICE AMOUNT FOR THE ORDER MOST CLOSELY RELATED TO PURCHASER’S DAMAGES, OR (B) U.S. $10,000. IN NO EVENT SHALL PHASE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR LOST DATA. THESE LIMITATIONS SHALL APPLY WHETHER OR NOT PHASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN, AND REGARDLESS WHETHER CLAIMS ARE BASED ON BREACH OF CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
Compliance: Purchaser shall (1) comply with all applicable laws, (2) not export, re-export or otherwise transfer any Phase product, except in accordance with U.S. export control laws, (3) comply with all laws regarding importation, deployment and use relating to the Products in other jurisdictions, and (4) indemnify Phase from any damages and costs caused by Purchaser’s failure to comply with applicable laws.
Governing Law; Disputes: These Conditions and any disputes arising out of or in connection with these Conditions (“Disputes”) shall be governed by California laws without regard to conflict of laws principles and excluding the UN Convention on Contracts for the International Sale of Goods (CISG). All Disputes are subject to the exclusive jurisdiction of courts in California, with the sole exception that either party may also be sued at its places of business. The prevailing party in any Disputes shall be entitled to reimbursement of all legal fees including reasonable attorneys’ fees from the other party.