Engineering. Machining. Fabrication. Chassis setup

Legal Notice

All notices from Keisler Automation to You may be posted on our Web site and will be deemed delivered within thirty (30) days after posting. Notices from You to Keisler Automation shall be made either by regular mail, sent to the address we provide on our Web site, or first class mail to our address at:
Delivery shall be deemed to have been made by You to Keisler Automation five (5) days after the date sent.

Copyright Notice

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Keisler Automation
Copyright © 2015 Keisler Automation. All rights reserved. As a user, you are authorized only to view, copy, print, and distribute documents on this Web site so long as (1) the document is used for informational purposes only, and (2) any copy of the document (or portion thereof) includes the following copyright notice: Copyright © 2015 Keisler Automation. All rights reserved.

Trademarks

All brand, product, service, and process names appearing on this Web site are trademarks of their respective holders. Reference to or use of a product, service, or process does not imply recommendation, approval, affiliation, or sponsorship of that product, service, or process by Keisler Automation. Nothing contained herein shall be construed as conferring by implication, estoppel, or otherwise any license or right under any patent, copyright, trademark, or other intellectual property right of Keisler Automation or any third party, except as expressly granted herein.

Terms of Use

This site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this site may contain technical inaccuracies or typographical errors. Information, including product pricing and availability, may be changed or updated without notice. Keisler Automation and its subsidiaries reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if Keisler Automation believes that customer conduct violates applicable law or is harmful to the interests of Keisler Automation and its subsidiaries.

Privacy Policy

This site may contain other proprietary notices and copyright information, the terms of which must be observed and followed. Information on this site may contain technical inaccuracies or typographical errors. Information, including product pricing and availability, may be changed or updated without notice. Keisler Automation and its subsidiaries reserve the right to refuse service, terminate accounts, and/or cancel orders in its discretion, including, without limitation, if Keisler Automation believes that customer conduct violates applicable law or is harmful to the interests of Keisler Automation and its subsidiaries.

Shipping and Delivery

At this time, Keisler Automation ships merchandise to locations within the United States and U.S. territories, including Alaska, Hawaii, Puerto Rico, Guam, and the US Virgin Islands. Additionally, Keisler Automation ships merchandise to Canada and Mexico, but not to other international locations. The risk of loss and title for all merchandise ordered on this Web site pass to you when the merchandise is delivered to the shipping carrier.

International

Customs and import duties may be applied to International orders when the shipment reaches its destination. Such charges are the responsibility of the recipient of your order and vary from country to country. Contact your local customs office for details.
Shipping laws are different in each country. It is your responsibility to check with your Customs office to verify whether the country to which you are shipping permits the shipment of your products. Keisler Automation is not responsible for any direct, indirect, punitive, or consequential damages that arise from improper international shipping practices.

Sales Tax

Keisler Automation charges sales tax for merchandise ordered on this Web site based on the applicable state sales tax rate and the location to which the order is being shipped.

Warranties

The Content included in this Web site has been compiled from a variety of sources and is subject to change without notice as are any products, programs, offerings, or technical information described in this Web site. Keisler Automation makes no representation or warranty whatsoever regarding the completeness, quality, or adequacy of the Web site or Content, or the suitability, functionality, or operation of this Web site or its Content. By using this Web site, you assume the risk that the Content on this Web site may be inaccurate, incomplete, offensive, or may not meet your needs and requirements. Keisler Automation SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT WITH RESPECT TO THESE WEB PAGES AND CONTENT. IN NO EVENT WILL Keisler Automation BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
-- OR Depending on State --
The information and content on this server is provided "as is" with no warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Any warranty that is provided in connection with any of the products and services described on this Web site is provided by the advertiser or manufacturer only, and not by Keisler Automation.
The references and descriptions of products or services within the Web site materials are provided "as is" without any warranty of any kind, either express or implied. Keisler Automation is not liable for any damages, including any consequential damages, of any kind that may result to the user from the use of the materials on this Web site or of any of the products or services described hereon.
The descriptions of, and references to, products, services and companies on this Web site are the sole responsibility of the companies providing the information ("advertisers"), and not Keisler Automation.
The inclusion of material on this server does not imply any endorsement by Keisler Automation, which makes no warranty of any kind with respect to the subject matter of the server materials advertised.
A possibility exists that the server materials could include inaccuracies or errors. Additionally, a possibility exists that unauthorized additions, deletions, and alterations could be made by third parties to the server materials. Although Keisler Automation tries to ensure the integrity and the accurateness of the server materials, it makes no guarantees about their correctness or accuracy. Before relying on any representation made in any of the server materials, check with the advertiser of the product or service to ensure that the information you are relying upon is correct.

Return Policy

You may purchase merchandise from this Web site by using any one of the payment options listed in (link to Payment Options). Keisler Automation reserves the right to change its payment procedures at any time without prior notice to you.

Miscellaneous

VOID WHERE PROHIBITED:Although the information on this Web site is accessible worldwide, not all products or services discussed in this Web site are available to all persons or in all geographic locations or jurisdictions. Keisler Automation and the advertisers each reserve the right to limit the provision of their products or services to any person, geographic area, or jurisdiction they so desire and to limit the quantities of any products or services that they provide. Any offer for any product or service made in the materials on this Web site is void where prohibited.
GOVERNING LAW: In the event of litigation both parties agree that the Law of the State of business registration of Keisler Automation shall apply and both parties shall consent to the jurisdiction of said State's courts, or in the event of diversity of citizenship, the United States District Court for the (District). Both parties expressly waive a trial by jury.
MISCELLANEOUS: The Terms and Conditions constitute the entire agreement between you and Keisler Automation with respect to this Web site. The Terms and Conditions supercede all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and Keisler Automation with respect to this Web site. No modification of the Terms and Conditions shall be effective unless it is authorized by Keisler Automation. If any provision of the Terms and Conditions is found to be contrary to law, then such provision(s) shall be constructed in a manner to closely reflect, as much as possible, the intentions of the parties, with the other provisions remaining in full force and effect.


  1. DEFINITIONS.  

    1. The term “Keisler Automation” shall refer to and include Keisler Automation, and any subsidiaries, parent companies or affiliates thereof.  

    2. The term “Purchase Order” will include documents titled “Purchase Order” and any affirmation of the order request, including any signed drawing, web order, fax order, email order, letter, telephone confirmation, or other documented affirmed indication of sale.

    3. The term “Customer” shall refer to and incorporate the named customer on any Purchase Order or internet order for any Product.

    4. The term “Products” shall refer to all products and components manufactured and/or distributed by Keisler Automation.  

  2. ACCEPTANCE. All Products provided by Keisler Automation are expressly subject to and governed by the Terms and Conditions set forth herein and shall, together with the Purchase Order (if any), constitute the entire agreement and understanding between Keisler Automation and Customer relating to the Keisler Automation Products (the “Agreement”) and shall merge all prior discussions, understandings, agreements and documents between them. Any variation to these Terms and Conditions, and any additional or different terms or conditions on any order form or other document submitted by Customer, are expressly rejected unless and until accepted in writing by a duly-authorized officer of Keisler Automation.  All orders are subject to acceptance by Keisler Automation.  Any representation, affirmation of fact and course of dealing, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party.

  3. PRICE. All orders for Products will be charged at the applicable price in accordance with Keisler Automation’s current price schedule in effect at the time of ordering.  All sales, use, excise and other applicable taxes shall be charged to Customer and paid by Customer to Keisler Automation at the time of ordering.  All prices are in US dollars and are subject to change without notice.  Keisler Automation reserves the right to correct any website or catalog printing errors.

  4. TAXES.  Unless otherwise indicated on the face hereof, all prices and charges are exclusive of excise, sales, use, and property, occupational or like taxes, which may be imposed by any taxing authority upon the manufacture, sale or delivery of the items sold hereunder.  If Keisler Automation must pay any such taxes or if Keisler Automation is liable for the collection of such tax, the amount thereof shall be paid by Customer to Keisler Automation in addition to the amounts for the items sold.  Customer agrees to pay all such taxes.

  5. TERMS OF PAYMENT.  Unless agreed to otherwise by Keisler Automation in writing at the time an order is placed, payment for all Products is due at the time of ordering.

  6. SHIPMENTS. All Products will be delivered F.O.B. point of shipment from Keisler Automation’s facility. Customer will assume all risks of loss of Products upon delivery by Keisler Automation to the carrier or on pickup by Customer at Keisler Automation’s facility. Keisler Automation will determine the method of shipment and routing, absent special agreement between Keisler Automation and Customer, which methods of shipping shall include, but are not limited to, interstate carriers, courier services, United States Postal Service, or ocean cargo transport.  All shipping and delivery dates of any Product are approximate. Keisler Automation shall not be responsible for switching, spotting, handling, storage, demurrage or any other transportation or accessorial service, nor for any charges incurred therefor. Customer shall be responsible for filing and pursuing claims with carriers for loss or damage to any Product in transit. Keisler Automation shall not be liable for any delays in delivery of any Product for any reason or for any cost.  

  7. DELAYS. Keisler Automation shall not be responsible for any action or inaction of any carrier, including delays in delivery, nor, under any circumstances, shall Keisler Automation be liable for any delay in performance, or non-performance, due to acts of God, war, riots, civil disturbances, acts of civil or military authorities, governmental regulation, court orders, fires, strikes or other labor disputes, shortages of labor, materials, fuel or energy, or unavailability of transportation, equipment failure, failure of supplier, carrier or subcontractor to deliver on time, or due to any other cause or causes beyond the control of Keisler Automation.

  8. FAILURE TO TAKE DELIVERY.  If Customer seeks to cancel any part of an order prior to delivery, such requests shall be made to Keisler Automation in writing.  Customers are responsible to pay the full cost for completed custom orders and stocked custom components.    Components or finished products held at Keisler Automation by request of the Customer or as a result of breach of these Terms and Conditions (including, without limitation, for failure to make payment), shall be assessed a warehousing fee of 5% per month of the total Purchase Order amount.  Full payment of all open invoices, plus any applicable warehousing fee and finance charge, must be received by Keisler Automation in order to release the Products.  Any orders shipped by Keisler Automation and refused by Customer will be handled as a Returned Products shipment. Any special orders and custom Products may not be canceled after Keisler Automation begins manufacture of the order.

  9. RETURN OF PRODUCTS.  Customer shall assume all risk associated with the return of any Product.  Returned Products shall be packaged securely and shall be returned to Keisler Automation without damage.  All returns shall be marked clearly with Customer’s name and shall be returned to Keisler Automation.  Credit, if due, will be issued by Keisler Automation based upon the original invoice price or current selling price of the Product(s) in question, whichever is less.  All returns of non-current or unsaleable Products for which Keisler Automation may refuse to issue credit are subject to repair (parts and labor charges), if Keisler Automation chooses to repair them.  Returns after sixty (60) days will not be accepted.  Except with respect to Products which fail to conform to Customer’s order or to Keisler Automation’s Limited Warranty, all Products returned shall be charged a restocking fee up to 35% of the total invoice cost and, in addition, freight charges both ways.

  10. MANUFACTURE AND AVAILABILITY OF PRODUCTS. Keisler Automation reserves the right to change manufacturing methods, materials and availability of Products without prior notice. To augment its own manufacturing capabilities, Keisler Automation reserves the right to sublet or contract work out to any other company or individual, in its sole discretion. All such subcontracted Products will be considered as of Keisler Automation manufacture and will be subject to the Terms and Conditions herein.

  11. DEFAULT BY CUSTOMER.  If Customer defaults under its Agreement with Keisler Automation, then Keisler Automation may, in its discretion, without prejudice to any other rights which may have accrued or which may accrue to it, terminate all orders with that Customer by notice in writing, or defer shipment until the situation is remedied to Keisler Automation’s satisfaction.  As used herein, a “default” shall refer to the failure by Customer to pay any amount owed to Keisler Automation when due; Customer’s financial condition becoming unsatisfactory to Keisler Automation, in Keisler Automation’s reasonable discretion; any violation of applicable federal, state or local law, rules or regulations by Customer; or any other breach or violation by Customer of these Terms and Conditions or its Agreement with Keisler Automation.

  12. LIMITED, EXCLUSIVE WARRANTY.

    1. Keisler Automation warrants that all Products manufactured by Keisler Automation will correctly fit the vehicle for which they are designated.  It is the customer’s responsibility to select the correct Product for the particular vehicle; if the customer provides Keisler Automation with incorrect or incomplete information, Keisler Automation cannot guarantee fitment.  The customer understands and acknowledges that other aftermarket products may need to be installed in order for Keisler Automation’s Product to perform properly.  Any such aftermarket products are noted in the Product description and should be taken into consideration before purchasing the Product from Keisler Automation.  The foregoing limited, exclusive warranty is conditioned upon the following: (a) use of the Product in conformance with the Product Specifications provided by Keisler Automation with the Product at purchase, and (b) no alteration of the Product. The term of this Limited Warranty shall be for a period of thirty (30) days from the date of purchase of the Product (unless the Limited Warranty time is otherwise modified in writing by Keisler Automation).

    2. The foregoing shall be the only warranty applicable to Products manufactured by Keisler Automation. This Limited Warranty does not apply to Products which have been damaged during shipment or by abuse, misuse, misapplication, maintenance, alteration or improper installation, maintenance or repair.  All warranty coverage is further conditioned upon Customer (a) advising Keisler Automation in writing, within fifteen (15) days of the alleged operational failure, of the alleged warranty claim, (b) complying with all applicable procedures regarding the return of Products, (c) providing to Keisler Automation with the returned Product a complete written explanation of the claimed operational failure caused by defective materials or workmanship, the circumstances of operational failure and the use of the Product when the alleged operational failure occurred, and (d) providing Keisler Automation a reasonable time to inspect said Products and investigate Customer’s claim.  

    3. Keisler Automation’s obligation under this Limited Warranty shall only be as follows:  Keisler Automation shall inspect any Product allegedly incurring a fitment failure for any defective material or workmanship.  If Keisler Automation determines, in its sole opinion, that a fitment failure has occurred in a Product manufactured by Keisler Automation, that the Product in question was being used in the normal and proper operation of the Product, and that said operational failure was caused solely by defective materials or workmanship, Keisler Automation will, at its sole option, either refund all payments made by Customer with respect to such non-conforming Products or, alternatively, replace such non-conforming Products or parts of the Product and pay any additional shipping charges incurred as a result thereof. Customer agrees to return the non-conforming Product in accordance with instructions provided by Keisler Automation. As to any Product covered by this Limited Warranty, Keisler Automation shall provide at its cost the lowest round-trip transportation charges from Keisler Automation’s Customer’s location to Knoxville, Tennessee USA or designated Keisler Automation locations and return; provided, however, that this shall not include any  transportation costs incurred by any customer of Keisler Automation’s Customer or any other costs, expenses, losses or claims related to any and all removal, installation or downtime expense related to any Product subject to coverage under this Limited Warranty.   

    4. THE FOREGOING SHALL CONSTITUTE THE EXCLUSIVE REMEDY OF THE CUSTOMER AND THE EXCLUSIVE LIABILITY OF KEISLER AUTOMATION. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESSED OR IMPLIED.  ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY EXCLUDED AND DISCLAIMED AND SHALL NOT APPLY UNDER ANY CIRCUMSTANCES.  THE SALE OF KEISLER AUTOMATION PRODUCTS UNDER ANY OTHER WARRANTY OR GUARANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, IS NOT AUTHORIZED.  

    5. Except for fitment warranty set forth in Paragraph (a) above, Keisler Automation does not warrant or provide engineering advice as to the fitness and purpose of any Product for any Customer’s application of use, and Keisler Automation is not responsible for determining the applicability of any Product for use, regardless of any presale statements made by Customer as to the anticipated use of any Product. It is Customer’s responsibility to rely solely on its own engineers or retained consultants in determining whether any Product purchased from Keisler Automation meets requirement of any and all federal, state, or local rules, regulations, or standards, or Customer’s specific need, use and applicability.  

    6. No employee, agent or representative of Keisler Automation has authority to make modifications or additions to this Limited Warranty in any respect, except pursuant to a written agreement signed by a duly-authorized officer of Keisler Automation.

    7. In seeking coverage under this Limited Warranty, the Customer shall first obtain from an authorized Keisler Automation warranty personnel a return authorization number for any such claim under this Limited Warranty and the specific location for returning any such Product prior to returning any Product to Keisler Automation for inspection.  Thereafter, in returning any Product to Keisler Automation for inspection under this Limited Warranty, the Customer shall provide with the returned Product a complete written explanation of claimed operational failure caused by defective materials or workmanship, the circumstances of operational failure and the use of the Product when the alleged operational failure occurred.

    8. ANY PRODUCT OR COMPONENT SOLD BY KEISLER AUTOMATION THAT IS NOT MANUFACTURED BY KEISLER AUTOMATION SHALL BE SOLD “AS-IS” AND “WITH ALL FAULTS”.  FURTHER AS TO ANY PRODUCT SOLD THAT IS NOT MANUFACTURED BY KEISLER AUTOMATION, KEISLER AUTOMATION DISCLAIMS ALL OTHER WARRANTIES RELATED TO ANY PRODUCTS OR COMPONENTS MANUFACTURED BY ANY PARTY OTHER THAN KEISLER AUTOMATION, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR MEASURE OF SERVICE OR SUITABILITY ARE SPECIFICALLY EXCLUDED AND DISCLAIMED BY KEISLER AUTOMATION UNDER ALL CIRCUMSTANCES AND EVENTS.  

  13. DISCLAIMER; LIMITATION OF LIABILITY.

a. THE CUSTOMER ACKNOWLEDGES THAT THE USE FOR WHICH THE PRODUCTS ARE INTENDED INVOLVES AN INHERENTLY DANGEROUS ACTIVITY, AND AGREES THAT THE CUSTOMER ASSUMES ANY AND ALL RISK ASSOCIATED WITH ENGAGING IN SAID ACTIVITIES.  THE CUSTOMER FURTHER ACKNOWLEDGES THAT THE PRODUCTS ARE NOT COMPLIANT WITH STANDARDS OF THE U.S. DEPT. OF TRANSPORTATION WITH RESPECT TO TRAVEL ON THE PUBLIC ROADWAYS, AND THE CUSTOMER AGREES NOT TO OPERATE ANY VEHICLE IN WHICH THE PRODUCTS ARE INSTALLED ON THE PUBLIC ROADWAYS.

b. UNDER NO CIRCUMSTANCES, WHETHER ALLEGED AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, WILL KEISLER AUTOMATION BE RESPONSIBLE TO CUSTOMER, OR TO ANY THIRD PARTY, FOR ANY SPECIAL, DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, PRODUCTS, FACILITIES, OR SERVICES, DOWNTIME COSTS, CLAIMS OF ANY CUSTOMERS OF CUSTOMER, LOSS OF USE OF PROPERTY OR DAMAGES FOR PERSONAL INJURY, REGARDLESS OF FAULT OR CAUSE, AND NO CLAIMS FOR ANY SUCH DAMAGES SHALL BE BROUGHT BY THE CUSTOMER.  IN NO EVENT SHALL KEISLER AUTOMATION BE LIABLE TO CUSTOMER FOR ANY AMOUNT IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT(S) FOR WHICH A CLAIM IS MADE. CUSTOMER SHALL NOT BACK CHARGE, COUNTERCLAIM OR SET-OFF ITS CLAIMS AGAINST PAYMENTS DUE ON ITS ORDERS.  APPLICABLE LAW IN SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

  1. INTELLECTUAL PROPERTY RIGHTS. The sale of Products and the publication of any information or technical data relating thereto does not warrant or imply freedom from infringement of patent, copyright, registered design or other industrial property rights in respect of any particular combination or application of the Products. Further, Keisler Automation shall have no liability for infringement of any patents, trademarks, copyrights, trade dress, trade secrets or similar rights, except as provided in this paragraph.  Keisler Automation shall defend and indemnify Customer against allegations of infringement of United States patents, United States Registered trademarks, copyrights, trade dress and trade secrets (hereunder “Intellectual Property Rights”) resulting solely from the sale of Products designed and manufactured solely by Keisler Automation.  Keisler Automation shall defend and indemnify Customer, including but not limited to retaining legal counsel at its expense and satisfying any settlement or damage awarded, in regards to an action, arbitration or legal proceeding instituted against Customer by a third party for an infringement of Intellectual Property Rights asserted by a third party against a Customer based solely a Product in which the alleged infringing Products were designed and manufactured solely by Keisler Automation.  In order for the Customer to rely on Keisler Automation’s agreement to defend and indemnify Customer in any action, arbitration or legal proceeding based on an allegation that a Keisler Automation Product infringes upon the Intellectual Property Rights of a third party, Customer shall consent to Keisler Automation’s selection of legal counsel both for Keisler Automation and the Customer, shall accept Keisler Automation’s or its designated counsel’s decision-making concerning the action, arbitration or legal proceeding, and shall participate and cooperate fully with Keisler Automation and its designated counsel in the defense of the action, arbitration or legal proceeding, taking no adverse position or claim against Keisler Automation or in opposition to Keisler Automation’s defense of such action, arbitration or legal proceeding.  In the event that any infringement claim is asserted or threatened to be asserted against Customer in which Customer asserts that Keisler Automation has an obligation to indemnify and hold Customer harmless, the foregoing undertaking of Keisler Automation to indemnify and hold Customer harmless shall not apply unless Keisler Automation shall have been informed in writing immediately by Customer of any charge and any suit alleging such infringement and shall have been given the opportunity to assume the defense thereof, and further, such undertaking shall not apply if (i) the claimed infringement is settled without the consent of the Keisler Automation, or (ii) the alleged infringement would not have occurred from the use of the Product alone as delivered hereunder.  Notwithstanding the foregoing, Keisler Automation shall have no liability, obligation to defend Customer or obligation to indemnify Customer for claims of infringement of Intellectual Property Rights based upon information provided by Customer, or directed to items delivered hereunder for which the designs are specified in whole or part by Customer, infringements resulting from the modification, combination or use in a system of any item sold hereunder, or infringements of Intellectual Property Rights based on products manufactured by any entity or person other than Keisler Automation, although sold by Keisler Automation.  Moreover, in the event any Product to be furnished under this agreement is to be made in accordance with drawings, samples, or manufacturing specifications designed by Customer, Customer agrees to indemnify and hold Keisler Automation harmless from any and all damages, costs and expenses arising from an claim that such Product manufactured by Keisler Automation at the direction and design of Customer, in whole or part, or the use thereof, infringes any Patent rights, foreign or domestic, and Customer agrees at its own expense to undertake the defense of any suit against Keisler Automation or reimburse Keisler Automation for its costs of defense, in Keisler Automation’s discretion, brought upon such claim or claims, in addition to any other obligations of Customer as set forth herein.  The foregoing provisions of this paragraph shall constitute Keisler Automation’s sole and exclusive liability and Customer’s sole and exclusive remedy for infringement of intellectual property rights.

  2. RELATIONSHIP OF PARTIES.  Keisler Automation and Customer are independently contracting parties.  Nothing in this agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

  3. ASSIGNMENT.  Customer may not assign any right or duty arising under this Agreement or any Purchase Order, in whole or in part, without Keisler Automation’s prior written consent.

  4. NO WAIVER OF RIGHTS. Any waiver by either party of any breach of any provision of these Terms and Conditions shall not be construed as a waiver of any other provision or of any continuing or succeeding breach of such provision.

  5. SEVERABILITY.  If any provision hereof shall be declared unenforceable, invalid or void for any reason, such provision shall be automatically voided and shall not be part of these Terms and Conditions, and the enforceability or validity of the remaining provisions shall not be affected thereby.

  6. INDEMNIFICATION.  In addition to its other indemnification obligations set forth herein, Customer agrees to indemnify, defend and hold Keisler Automation harmless from and against any losses, costs, expenses (including, without limitation, attorney’s fees and expenses, paralegal fees, expert witness fees, and other costs of litigation), demands, claims, liabilities, causes of action or damages of any kind or character, arising out of or in any manner relating to: (a) any misuse, alteration, modification or misapplication of any Product(s) or use of any Product(s) other than in accordance with Keisler Automation’s instructions and specifications; (b) any violation of any federal, state or local laws, rules or regulations; or (c) any breach of any of the Terms and Conditions set forth herein or other default under Customer’s Agreement with Keisler Automation.

  7. COMPLIANCE WITH LAW. Customer agrees that it is solely responsible for compliance with all applicable federal, state and local laws, ordinances, regulations, rules and standards relating to the installation, maintenance and use of the Products purchased from Keisler Automation.

  8. LIMITATION OF ACTIONS.  In addition to all other Terms and Conditions that govern this purchase of a Product, Customer hereby acknowledges and agrees that any legal action, claim or demand arising out of the sale of any Product or in any way related to the Customer’s purchase of any Keisler Automation Product shall be barred if not filed within one (1) year from the date of the accrual of the Customer’s cause of action.  This limitation shall not preclude any action by Keisler Automation for recovery of any amount due for the purchase of any Product by the Customer.  

  9. GOVERNING LAW. The foregoing Terms and Conditions, and any agreed-upon amendment thereto, shall be governed in all respects by the internal laws of the State of Tennessee, U.S.A.  Any legal action in connection with the Agreement between Keisler Automation and the Customer and/or any Product sold to Customer shall be filed in a court of competent jurisdiction in Knox County, Tennessee, U.S.A., or in the United States District Court for the Eastern District of Tennessee in Knoxville, Tennessee, U.S.A.

  10. COSTS AND EXPENSES; ATTORNEY’S FEES.  In the event of any action or proceeding concerning the enforcement, interpretation or construction of these Terms and Conditions, any Purchase Order, or the Agreement between the parties, the prevailing party shall be entitled to recover any and all costs and expenses incurred in connection therewith, including, without limitation, attorney’s fees and expenses, paralegal fees, expert witness fees, court costs and other costs of litigation.

  11. ALL OF KEISLER AUTOMATION'S PRODUCTS ARE FOR OFF ROAD USE ONLY. THEY DO NOT COMPLY WITH DEPARTMENT OF TRANSPORTATION OR ANY OTHER GOVERNING BODY WORLD WIDE.