LEGAL THEORY ASSERTED, INCLUDING WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY. SELLER’S LIABILITY TO BUYER FOR DIRECT DAMAGES AND/OR ITS CUSTOMER(S) WILL IN NO EVENT EXCEED THE PRICE PAID BY BUYER FOR THE SPECIFIC GOODS MANUFACTURED OR SERVICES PROVIDED BY SELLER GIVING RISE TO THE CLAIM OR CAUSE OF ACTION. NO PENALTY CLAUSE APPEARING IN ANY DOCUMENT WILL BE EFFECTIVE AGAINST SELLER UNLESS IT HAS BEEN EXPRESSLY ACCEPTED IN WRITING BY AN OFFICER OF SELLER. The limitation of liability set forth above shall not apply to (i) liability resulting from Seller's gross negligence or willful misconduct and (ii) death or bodily injury resulting directly from Seller’s acts or omissions. 21. Trademarks: Buyer agrees that any trademark, trade name and logo of Seller (“Seller Marks”) and their associated goodwill are Seller’s exclusive property. By selling to Buyer, Seller does not grant to Buyer any right to use Seller Marks, unless expressly permitted in writing by Seller. Buyer will not advertise, promote, market, or package any goods in a manner likely to dilute, disparage, or cause confusion with respect to any Seller Mark. Buyer will not use Seller’s name in Buyer's promotional or advertising literature, or assert affiliation with Seller or any Seller affiliate, unless expressly agreed in writing by Seller in advance of each instance. Buyer will not, at any time, contest the validity of any Seller Mark, claim any rights in any Seller Mark or do anything which, in Seller’s opinion, might disparage, confuse or lessen the significance of any Seller Mark. 22. Buyer Indemnity: Buyer, at its sole expense, will indemnify, defend, and hold Seller and its affiliates, successors, assigns, officers, directors, employees and agents harmless from and against any claim, demand, proceeding, or action for damages, liability, loss, cost, or expense, including amounts paid in settlement and attorneys’ fees and court costs, arising out of, in connection with or based upon, use of the goods, incorporation of the goods into Buyer’s goods, or resale of goods, the warranties and/or remedies offered by Buyer that are different than those contained in Seller’s warranty regarding the goods 23. Taxes & Other Charges: Prices for the goods do not include any taxes, including sales, use, excise, VAT taxes, or any duty, custom, inspection or testing fee, or any other tax, fee or charge of any nature imposed by any governmental authority (“Tax”) on or measured by any transaction between Seller and Buyer. The amount of any present, retroactive, or future Tax, except taxes on or measured by Seller’s net income, shall be added to the prices, and Buyer will pay such Tax, unless Buyer provides Seller tax exemption certificates acceptable to the taxing authorities. 24. Export Control: Buyer acknowledges that the goods and the purchase of goods may be subject to various customs, import and export control laws and regulations of the United States and potentially other countries. Buyer represents and warrants that it will not export or re- export the goods or technical data related thereto except in conformity with all applicable laws and regulations including those of the country of export and those of the country of origin of the goods. 25. Errors: All of Seller’s clerical errors are subject to correction. 26. Specification, Engineering & Design Changes & Special Tests: Seller may, in its sole discretion and without incurring any liability to Buyer: (a) alter the specifications for or make any design or engineering change to any goods; (b) discontinue the manufacture or sale of any goods; (c) discontinue the development of any new goods, whether or not such goods have been publicly announced; or (d) commence the manufacture and sale of new goods having features which make any goods wholly or partially obsolete. Seller shall be permitted to discontinue the manufacture and/or sale of any goods, including replacement parts without recourse from Buyer. Notwithstanding the above, Seller will fill accepted orders from Buyer for any such altered or discontinued goods to the extent it has such product. Buyer may request Seller to change the specifications for any goods. If Seller accepts such a request, the parties will negotiate any resulting change in price for the goods and Buyer will pay Seller for any raw materials, work in process, and/or finished goods that become obsolete. Any such change will affect only those orders issued after the effective date of such change. Unless otherwise agreed in writing by Seller, all special tests and inspections of the goods required by Buyer shall be performed at Buyer’s expense at Seller’s facilities. 27. Confidential information: All non-public, confidential or proprietary information of Seller, including but not limited to, specifications, samples, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form, and whether or not marked, designated or otherwise identified as "confidential" is confidential, solely for the use of this order and may not be disclosed or copied unless authorized in writing by an authorized representative of Seller. Upon Seller's
