TANDEM MOBILITY TERMS AND CONDITIONS OF SALE
1. Purchase and Sale of Equipment. (“Purchaser”) shall pay and transfer to Tandem Mobility, LLC (“Tandem”) the purchase price for the equipment (“Equipment”), each as listed on the provided invoice. Upon payment of the purchase price, Tandem shall sell, convey, assign, and transfer to Purchaser, and Purchaser shall purchase and acquire from Tandem all right, title, and interest in and to all of the Equipment subject to the terms set forth in these Terms and Conditions. The Equipment may not be returned, no refunds will be issued after payment for the Equipment, and sale of the Equipment is final.
2. Waiver of Inspection; No Warranty. Purchaser expressly waives any and all right and opportunity to inspect, audit, or otherwise view the Equipment prior to the Closing Date. EXCEPT AS MAY BE EXPRESSLY STATED IN THIS AGREEMENT, TANDEM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE CONDITION OR PERFORMANCE OF THE EQUIPMENT, ITS MERCHANTABILITY, OR ITS FITNESS FOR A PARTICULAR PURPOSE, OR WITH RESPECT TO PATENT INFRINGEMENT OR THE LIKE. EXCEPT AS MAY BE EXPRESSLY STATED IN THIS AGREEMENT, TANDEM IS CONVEYING THE EQUIPMENT “AS IS” “WHERE IS” “WITH ALL FAULTS”, AND TANDEM HAS NO MAINTENANCE OR REPAIR OBLIGATIONS AS TO THE EQUIPMENT WHATSOEVER. PURCHASER IS NOT RELYING ON ANY STATEMENT, REPRESENTATION, WARRANTY, OR DISCLOSURE BY TANDEM OR ITS AGENTS, EMPLOYEES, OFFICERS, CONTRACTORS, OR OTHER REPRESENTATIVES REGARDING THE EQUIPMENT THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. Notwithstanding anything to the contrary in this Agreement, (i) Tandem’s liability for direct damages shall not exceed 10% of the purchase price, and (ii) in no event will Tandem be liable under any theory of recovery or for any claim for indirect, incidental, special, punitive or consequential damages (including lost profits or lost business opportunity).
3. Governing Law; Disputes and Remedies. This Agreement shall be governed by the laws of the State of Michigan without reference to conflict of laws principles. The Parties agree that any disputes or litigation arising under, arising from, or related to this Agreement, the Equipment, and/or the subject matter hereof shall be brought and remain only in either the U.S. District Court for the Eastern District of Michigan or the courts for the County of Washtenaw, Michigan.