Updated April 27, 2023
Goods sold by Guard RFID Solutions Inc., part of HID Global Corporation (hereinafter “GuardRFID”), are expressly subject to and conditioned upon the terms and conditions set forth below. In the event of a conflict between the terms and conditions below and different or additional terms set forth jointly by GuardRFID and Buyer, and agreed to in writing by an authorized officer of GuardRFID, the different or additional terms will prevail.
GuardRFID advocates that companies and healthcare facilities establish a comprehensive program of policy and procedures; education of and teamwork by staff, security, and risk-management personnel; and coordination of various elements of physical and electronic security. GuardRFID does not make any claims or warranties of any kind regarding any product’s potential, ability, or effectiveness to detect, minimize, or in any way prevent infant abductions, harm to wandering patients or personnel, personal injury, property damage, theft, or loss of any kind whatsoever. GuardRFID is not responsible for any death, personal injury, damage, loss, or theft related to the product or its use or for any harm, whether physical or mental, related thereto. GuardRFID does not represent that the product may not be compromised and/or circumvented, or that the product will in all cases provide adequate warning or protection.
Buyer understands that properly installed and maintained products are only intended to provide additional safeguards to assist their operation in the prevention of infant abductions, safeguarding wandering patients and personnel, reduce personal injury, theft, or loss of any kind to assigned assets. But it is not insurance or a guarantee that such events will not occur. GuardRFID shall not be liable for any abduction, death, personal injury, property damage, or loss of any kind whatsoever to the Buyer or others, whether directly, indirectly, incidentally, consequentially, or otherwise, caused by the operation, non-operation, functioning, malfunctioning, or misuse of the product.
Buyer hereby grants to GuardRFID, and GuardRFID reserves, a purchase money security interest in each product sold by GuardRFID to Buyer in the amount of its purchase price. Any such security interest shall besatisfied by payment in full of the invoiced amount. Buyer agrees to execute any and all such documents, including financing statements, as may be necessary for GuardRFID to perfect such security interest. Notwithstanding the foregoing, a copy of the Agreement may be filed on behalf of GuardRFID with the appropriate authorities at any time after signature by Buyer as and for a financing statement.
Notwithstanding the foregoing, a copy of the Agreement may be filed on behalf of GuardRFID with the appropriate authorities at any time after signature by Buyer as and for a financing statement.
GuardRFID warrants that products furnished hereunder shall be delivered free of any rightful claim of any third-party for infringement of any United States patent. If notified promptly in writing and given authority, information, and assistance, and contingent upon Buyer not taking any position adverse to GuardRFID in connection with such claim, GuardRFID shall defend, or may settle at its expense, any suit or proceeding against Buyer so far as based on a claimed infringement which would result in a breach of the warranty stated in this section, and GuardRFID shall pay all damages and costs awarded therein against Buyer due to such breach. In case any product or part thereof is in such suit held to constitute such an infringement and the use for the purpose intended of said product or par is enjoined, GuardRFID shall, at its expense and option, either procure for Buyer the right to continue using said product or part, or replace same with a non-infringing product or part, or modify same so it becomes non-infringing, or remove the product and refund the purchase price (less reasonable depreciation for any period of use) and any transportation costs separately paid by Buyer. The foregoing states the entire liability of GuardRFID for patent infringement by the products or any part thereof. This does not apply to any product or part specified by Buyer or manufactured to Buyer’s design, or to the use of any product furnished hereunder in conjunction with any other product in a combination not furnished by GuardRFID as a part of this transaction. As to any such product or part, or use in such combination
Intellectual property resulting from the development of custom products (including but not limited to hardware, software, and technical documentation) for a buyer are exclusively the property of GuardRFID and may not be reproduced, redistributed, or resold by Buyer without prior written permission, or the proprietary rights therein are specifically transferred to Buyer from GuardRFID.
Limitation of Liability
a. GuardRFID’s liability to Buyer on any claim of any kind, whether as a result of breach of contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, for any loss or damage arising out of, connected with, or resulting from the transaction, or from GuardRFID’s performance or breach thereof, or from the design, manufacture, sale, resale, installation, repair, operation, or use of any products furnished herein, shall in no event (except as specifically provided for under the Patents section) exceed the price paid by Buyer for the products which give rise to the claim. Any such liability shall terminate upon the expiration of the applicable warranty period, provided, however, that Buyer’s rights to prove title in the products purchased from GuardRFID shall not terminate.
b. In no event, whether as a result of breach of contract, warranty, indemnity, tort (including negligence and strict liability), or otherwise, shall GuardRFID or its suppliers be liable for any special, consequential, incidental, or penal damages, including but not limited to: loss of profit or revenues; loss of use of the products or any associated equipment; damage to associated equipment; cost of capital, substitute products, facilities, or services; downtime costs; or claims of Buyer’s customer for such damage.
Buyer agrees that GuardRFID has, and claims, various proprietary rights in the hardware, firmware, software, and the integration of ancillary materials, knowledge, and designs that constitute GuardRFID products, and that Buyer will not directly or indirectly cause any such proprietary rights to be violated.
GuardRFID reserves the right to make changes in design of any of its products without incurring any obligation to notify Buyer or to make the same change to units previously purchased.
This Agreement is and will be deemed to have been made in British Columbia and for all purposes will be governed exclusively by and construed and enforced in accordance with the domestic laws prevailing in British Columbia other than the International Sale of Goods Act (by which this Agreement will not be governed, construed or enforced), and the rights and remedies of the parties will be determined in accordance with those domestic laws.