HRV100i User Guide
User Guide
Heat Recovery Ventilator
HRV100i
Model #: 41202
(HRV with ports on top)
Model #: 41200
(HRV with ports on sides)
VB0075
VB0073
Please
read and save these instructions.
These products earned the
ENERGY STAR® by meeting strict
energy efficiency guidelines set
by Natural Resources Canada
and the US EPA. They meet
ENERGY STAR requirements
only when used in Canada.
20250C
Congratulations!
You have made an excellent choice! The operating principle of your Heat
Recovery Ventilator will give you personal comfort you have never known
before.
We have prepared this User Guide especially for you. Please read it carefully to ensure you obtain full benefit from your unit. Over the coming
months, you will increasingly appreciate the feeling of living in a more
comfortable house.
Please take note that this manual uses the following symbols to emphasize particular information:
VQ0010
! WARNING
Identifies an instruction which, if not followed, might cause serious
personal injuries including possibility of death.
CAUTION
Denotes an instruction which, if not followed, may severely damage
the unit and/or its components.
NOTE: Indicates supplementary information needed to fully complete an
instruction.
We welcome any suggestions you may have concerning this guide and/
or the unit and we would appreciate hearing your comments on ways to
better serve you. Please forward all correspondence to us at the address
indicated on the product registration card included with this guide.
CAUTION
Make sure at all times that the outside hood is free from any snow
during the winter season. It is important to check your unit during
a big snow storm, so it does not draw in any snow. If this is the case,
please operate the unit in the recirculation mode (if available) or turn
it OFF for a few hours.
Do not use your HRV during construction or renovation of your
house or when sanding drywall. This type of dust may damage your
system.
Since the electronic control system of the unit is incorporated with a
microprocessor, it may not operate correctly because of external noise
or very short power failure. If this happens, unplug the unit and wait
approximately 10 seconds. Then, plug the unit in again.
2
Table of Contents
1. Defrosting Mode.....................................................................4
2.Controls.................................................................................. 4-8
2.1 Integrated Control.................................................... 4
2.2 Optional Main Controls.......................................... 5-8
2.2.1Deco-Touch Main Wall Control ...............................5–7
2.2.2Lite-Touch Main Wall Control .................................... 8
3.Maintenance......................................................................9–10
3.1 Semi-annual Maintenance....................................9–10
3.2 Annual Maintenance............................................... 10
4.Troubleshooting ......................................................... 11–12
3
1.Defrosting Mode
When the outside temperature is below –5°C [23°F], recovery (of heat or
energy) creates frost in the core.
To maintain its proper operation, the unit is programmed to defrost the
recovery core. The defrost frequency varies according to the outside temperature.
During the defrost cycle, the unit shifts to maximum speed and the dampers close. After defrosting, the unit returns to the operating mode selected
by the user.
2.Controls
2.1Integrated Control
All units are equipped with an integrated control, located under the unit,
in front of the electrical compartment. Use the push button (1) to control
the unit. The LED (2) will then show which mode the unit is in.
WARNING
AVERTISSEMENT
Risk of electric shock. Before performing
any maintenance or servicing, always
disconnect the unit from its power source.
Danger d’électrocution. Débranchez
toujours l’appareil avant d’entreprendre
des travaux d’entretien ou de réparation.
CAUTION
ATTENTION
Unscrew both screws to open the electrical Dévisser les deux vis pour ouvrir le compartiment
compartment. To completely remove, detach électrique. Pour retirer complètement, le
from its retention wire inside.
détacher de son fil de rétention intérieur.
No light
OFF or remote controled
Amber light
LOW speed
Green ligh
HIGH speed
Blinking light
See User Manual
Sans lumière
Arrêté ou contrôlé
par contrôle mural
Lumière ambre
Basse vitesse
Lumière verte
Haute vitesse
Clignotant
Voir guide d’utilisation
VD0182
1 2
Refer to the table below to see how to operate the unit using its integrated
control.
Press
on
Push Button
Once
Twice
Three Times
LED Color
Results
Amber
Green
No Light
Unit is on Low Speed
Unit is on High Speed
Unit is OFF
If a problem occurs during the unit operation, its integrated control LED
(2) will blink. The color of the blinking light depends on the type of error
detected. Refer to Section 4 Troubleshooting on pages 11 and 12 for further details.
Boot sequence
The unit boot sequence is similar to a personal computer boot sequence.
Each time the unit is plugged in after being unplugged, or after a power
failure, the unit will perform a 30-second booting sequence before starting to operate. During the booting sequence, the integrated control LED
will light GREEN or AMBER for five seconds, and then will shut off for
two seconds. After that, the LED will light RED for the rest of the booting
sequence. During this RED light phase, the unit is checking and resetting
the motorized damper position. Once the motorized damper position is
completely set, the RED light turns off and the booting sequence is done.
NOTE: No command will be taken until the unit is fully booted.
4
2.Controls
(cont’d)
2.2Optional Main Controls
2.2.1 Deco-Touch Main Wall Control
Backlight
If the backlight is not illuminated, the first button
pressed (no matter which button) shall turn on the
backlight. The backlight remains illuminated for 10
seconds after the last button pressed.
VC0117
Operating Modes
OR
To change the operation mode of the ventilation unit,
press the UP or DOWN arrow button. Operating mode
label will then scroll up or down on LCD screen.
OFF
Put the unit on standby mode, so it will only respond to
auxiliary controls (if present). On LCD screen, only the
House is visible showing the control is powered on. This
is the factory default mode.
RECIRC
Air is recirculated inside the house at high speed.
VQ0033A
20 min/h
The ventilation unit exchanges air intermittently on a onehour cycle as follows: OFF for 40 min. (or recirculation on
high speed for 40 min., see next page) and then exchange
air during 20 min. on low speed. Repeat cycle after the 20
min. of air exchange.
MIN
Air is exchanged with the outside on low speed.
MAX
Air is exchanged with the outside on high speed.
VQ0034
5
2.Controls
(cont’d)
2.2Optional Main Controls (cont’d)
2.2.1 Deco-Touch Main Wall Control
(cont’d)
(RH) level and choose between
OFF in standby or RECIRCULATION in standby
Setting the relative humidity level allows you to select the maximum
desired indoor humidity level (in percentage). This value will be used to
start the dehumidistat override (air exchange in high speed).
to set the relative humidity
How
VQ0035
Press and hold OK for three sec. to access
the settings menu. The backlight will be activated during all of the procedure.
The relative humidity arrow and value will
flash (default setting: 45%).
VQ0036
Use UP or DOWN arrow to change the
value. The value changes by 1% increments. Lower value: 30%. Upper
value: 55%. Still flashing.
OR
VQ0037
Press OK button to accept the new value and
go to next settting.
VQ0035
Two lines are flashing to show that OFF¹ is in
standby (default configuration setting).
VQ0038
OR
VQ0039A
Use UP or DOWN
arrow to change to
RECIRCULATION
in standby.
VQ0040
OR
Press OK button to accept
and quit setting menu.
VQ0035
Recirculation arrows are turning and rE flashes to show that RECIRCULATION² is in
standby.
Press OK button to accept and quit setting
menu.
1OFF in standby:
VQ0035
On 20 min/h mode, the ventilation unit is OFF for 40
minutes and exchanges air with the outside on low speed
during the remaining 20 minutes of the hour. This is the
default value.
2RECIRCULATION in standby:On 20 min/h mode, the ventilation unit recirculates the inside air for 40 minutes on high
speed and exchanges air with the outside on
low speed during the remaining 20 minutes of
the hour.
6
2.Controls
(cont’d)
2.2Optional Main Controls (cont’d)
2.2.1 Deco-Touch Main Wall Control
(cont’d)
Dehumidistat Override Selection
In the operating modes MIN, MAX, 20 min/h and RECIRC, the user can
select a dehumidistat override so that if the relative humidity (RH) in
the house exceeds the RH setting previously stored, the ventilation
unit will exchange in high speed until the target indoor RH setting is
reached.
An air exchanger is not a dehumidifier, but it can change the indoor
relative humidity by bringing in drier or more humid air from outside during non-heating season. The dehumidistat override function
is useful to reduce indoor RH when the outdoor air is cool and dry
during the heating season. Select a target RH between 30% and 55%
according to your comfort. When outdoor relative humidity is high (e.g.
in summer), turn off the override by pressing OK until the RH display
disappears.
When the dehumidistat override is activated, the AUTO indicator will appear on LCD screen to show that the actual
mode is being overridden. Also, the relative humidity
appears (if it was not shown, see example beside). Once
the target humidity level is reached, the unit goes back
VQ0043
into its original operating mode and AUTO disappears from
LCD screen.
NOTE:If the actual mode is MAX, only the relative humidity level
appears on screen; AUTO label will not appear.
To engage the dehumidistat override, press OK. The actual indoor RH
and the %HUM label appear on LCD screen.
NOTE:If the actual RH is less than 20%, then the humidity indicator
will display “LO”, and if the actual RH is greater than 80%,
then the humidity indicator will display “HI”.
To turn off the dehumidistat override, press OK again. The RH and
%HUM display will disappear from LCD screen.
Maintenance Indicator
The maintenance indicator is represented
by an M in a rounded triangle, at the top
of the house (see beside). If this indicator
is flashing, perform the semi-annual maintenance, and if it is not flashing, perform the
annual maintenance (refer to Section 3).
VQ0041
Resetting Maintenance Indicator: Press simultaneously
on both arrow buttons, Maintenance indicator will disappear from LCD screen.
AND
VQ0042A
Power Failure
After a power failure, the wall control returns to its original operation
mode. All settings are kept in memory.
7
2.Controls
(cont’d)
2.2Optional Main Controls (cont’d)
2.2.2 Lite-Touch Main Wall Control
MAX
MIN
Activate the push button; the color of the indicator
shows the unit operating mode.
INTERMITTENT
L-T
VC0080
Color
Mode Suggested Use
Green Intermittent
Select this mode when you are away from
the house for a few days. Also, when you
deem the inside air is too dry in heating
season, or too humid during cooling season.
In this mode, the unit is OFF for 40 minutes
per hour and ventilates at minimum speed
the remaining 20 minutes of the hour.
Yellow Min Speed For normal daily operation.
Ventilation
Red Max Speed For excess pollutants and humidity
Ventilation (parties, odors, smoke, etc.).
8
3.Maintenance
! WARNING
VQ0010
Risk of electric shock. Before performing any maintenance or servicing, always disconnect the unit from its power source. When cleaning the unit, it is recommended to wear safety glasses and gloves.
Since this guide covers HRV units, top and side ports, the illustrations shown
in the maintenance procedures are typical; core appearance may vary.
Refer to pictures below to identify the inner parts of your unit.
3
3
4
2
2
1
VB0077
1) HRV core 3) Foam filter brackets
2) Core retainers 4) Foam core filters
3.1Semi-annual Maintenance
1. Unplug the unit.
VD0005
VQ0010
! WARNING
Be careful before opening the door; water or small debris could fall
out.
2.Unlatch the door and open it. Clean the
inner side of the door with a damp cloth,
then wipe with a dry one. Disengage the
door from its hinge by sliding it from left
to right and set aside.
VD0179
9
3.Maintenance
(cont’d)
3.1Semi-annual Maintenance (cont’d)
VQ0010
! WARNING
Always hold the core when rotating the two core retainers; failure
to do so will cause the core to fall
out.
2
1
1
3.Lift both foam filter brackets (1)
and remove the foam filters from
the core. While holding the core,
rotate the two core retainers (2) VD0177
and slide out the core from the
unit.
4. Clean the inside walls of the unit with a clean damp cloth, then wipe
with a clean dry one.
5. Wash the two core filters under hot water with mild soap. Rinse thoroughly and let dry completely before re-installing on the core.
6. Remove the dust on the core using a vacuum cleaner and a soft brush
attachment.
VQ0010
! WARNING
Once the core is re-installed in the unit, always rotate both core
retainers to their initial position; failure to do so will cause the core
to fall out.
7.Slide the core into the unit.
NOTE : Once the core is re-installed
Secure the core by rotating both
in the unit, the arrows (A)
core retainers to their initial
on its sticker label must be
position.
pointing towards the unit
motors.
A
VD0178
VB0078
8.Re-install both foam filters and secure them to the core by pulling down
the two foam filter brackets. Re-install the door.
9. Close the door and plug the unit.
NOTE:The unit will return to its previous setting after a 30-second
delay for boot sequence.
3.2Annual Maintenance
Do the same operations as the Semi-annual Maintenance (Section 3.1).
Then, clean the exterior hood(s).
10
4.Troubleshooting
If the unit does not work properly, reset the unit by unplugging it for
one minute and then plug it in again. If it is still not working properly,
refer to table below.
Type of Problem
Solution
1.On Deco-Touch main • Contact your Installer.
wall control, error code
E1 or E3 appears on
screen.
2. Nothing works.
• Check if the unit is plugged in.
•
Check if the unit is receiving power from
the house circuit breaker.
3.Condensation on win- • See Controls Section on pages 4 to 8.
dows (inside air too • Leave curtains half-open to allow air circuhumid).
lation.
•
Store all firewood in a closed room with a
dehumidifier or in a well ventilated room,
or store the wood outside.
•
Do not adjust the thermostat of your heating system below 18°C [64°F].
• See Controls Section on pages 4 to 8.
4. Inside air too dry.
• Temporarily use a humidifier.
5.Air too cold at the air • Check if the exterior hood is blocked.
supply grille.
• See Controls Section on pages 4 to 8.
• Install a duct heater.
6.The LED of the integrat- a)The door is open and the unit is not
ed control is blinking
unplugged. Close the door and press once
RED.
on the integrated control push button to
reset the unit.
b)There is a problem with the exhaust motor.
The unit is OFF. Contact your Installer.
There is a problem with the thermistor.
7.The LED of the integrat- •
ed control is blinking
The unit is still working, but always in
GREEN.
defrost mode. Contact your Installer.
11
4.Troubleshooting
Type of Problem
(cont’d)
Solution
8.The LED of the integrat- •
There is a problem with the motorized
ed control is blinking
damper. The unit is OFF. For a 12-hour
period, the unit will try to reset the damper
AMBER.
at every 20 to 30 minutes. After 12 hours,
if the problem is not solved, the unit stops
trying to reset damper.
• Contact your Installer.
The 30-second boot sequence is not com9.The integrated control •
push button does not
pleted.
work.
• See Integrated Control on page 4.
If the problem is still not solved, call your Installer or the nearest
approved Service Center. Also, you can reach the Customer Service
Department at the following phone number:
1-866-4-VENMAR (1-866-483-6627)
Replacement Parts
and
Repair
In order to ensure your ventilation unit remains in good working condition, you must use the Manufacturer’s genuine replacement parts only.
The Manufacturer’s genuine replacement parts are specially designed for
each unit and are manufactured to comply with all the applicable certification standards and maintain a high standard of safety. Any third party
replacement part used may cause serious damage and drastically reduce
the performance level of your unit, which will result in premature failing.
Also, the Manufacturer recommends to contact a certified service depot
for all replacement parts and repairs.
12
October 2013
CES GROUP TERMS AND CONDITIONS OF SALE
These Terms and Conditions of Sale and
the non-conflicting provisions in Seller’s
quotation (if any), acknowledgement or
invoice from Seller (collectively,
the
“Agreement”) govern in all respects
all sales of any products (“Products”)
and services (the “Services”) from the
Nortek / CES Group legal entity selling
Products and Services (“Seller”) to
purchaser (“Buyer”).
Buyer
acknowledges that Seller, through its
affiliates (i.e., parents, subsidiaries and
other
affiliates)
offers
expanded
manufacturing capability, and Seller may
in its sole discretion manufacture, supply
or deliver from any location or source,
including any of its affiliates, any
Products
or
Services
and
such
manufacture, supply or delivery from such
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1.
Prices and Taxes. Prices are those
in effect when Seller accepts a purchase
order. Seller may accept or reject purchase
orders in its sole discretion. Buyer must
pay or promptly reimburse Seller for any
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specifications are subject to change or
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invoices, without setoff, 1% 10 / net 30
days from date of invoice, in the currency
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according to its terms, or upon such credit
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reasonable
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or
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in
Seller’s
judgment,
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concerning Buyer’s ability to
make
payment when due, Seller may demand
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or
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Changes. Seller may revise prices,
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4.
Shipment and Delivery. Deliveries
of Products, title (subject to any lawful
reservation of Seller’s security interest) and
risk of loss pass to Buyer FOB Seller’s
Terms and Conditions of Sale – rev date 25Oct2013
55-01-F01-CES
Products that include required start-up by
Seller will not be warranted hereunder
unless
Seller
(or
its
authorized
representative) performs the start-up. If
Seller requires a completed start-up form
and such form has not been received by
Seller within six (6) months from
shipment, then start-up will be deemed to
have occurred on the ship date. New
spare parts will be free of Defects for 12
months following ship date. Buyer must
notify Seller of any Defect promptly upon
discovery and if such notification occurs
within the applicable warranty period,
Seller shall remedy such Defect by, at
Seller’s option, adjustment, repair or
replacement of Products or any affected
portion of Products, or providing a refund
of the portion of the purchase price
attributable to the defective portion of the
Product. Buyer assumes all responsibility
and expense for removal, reinstallation and
freight charges (both for return and
delivery of new parts). Buyer must grant
Seller access to the premises at which
Products are located at all reasonable times
so that Seller can evaluate any Defect and
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Repaired or replaced portions of Products
are warranted until the later of the end of
the warranty period applicable to the
defective portion of Products repaired or
replaced; or 30 days following the
completion of the repair or ship date of
the replacement parts; and (ii) Services
will be of workmanlike quality.
If
Buyer
notifies
Seller
of
any
nonconforming Services within 30 days
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re-perform, if able to be cured, those
Services directly affected by such failure,
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to the cost of re- performing the Services.
facility (EXW per INCOTERMS 2010 for
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destination shall constitute Buyer’s
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of
Products
delivered. Notice of any latent defect
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6.
Limited Warranty. Unless
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Seller warrants: (i) All
Products (excluding software and spare
parts) manufactured by Seller will
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free of defects in material and
workmanship (“Defects”) for 12 months
following start-up or 18 months following
ship date, whichever occurs first, under
normal use and regular service and
maintenance, if installed and maintained
pursuant to Seller’s instructions.
For
warranty purposes, start-up occurs when
the equipment (or any portion thereof) is
started for operation regardless of when
the building may be ready for operation.
(b)
Buyer is responsible for
disassembly and re-assembly of non-Seller
supplied products. Seller does not warrant
and shall have no obligation with respect
to any Products that: (i) have been
repaired or altered by someone other than
Seller or Seller’s authorized representative;
(ii) have been subject to misuse, abuse,
neglect, intentional misconduct, accident,
Buyer or third party negligence,
-2-
combination
components.
unauthorized modification or alteration,
use
beyond
rated capacity, a Force
Majeure Event, or improper, or a lack of,
maintenance; (iii) are comprised of
materials provided by, or designed pursuant
to instructions from, Buyer; (iv) have
failed due to ordinary wear and tear; (v)
have been exposed to adverse operating or
environmental conditions including but not
limited to contaminants, corrosive agents,
chemicals or minerals, (vi) were
manufactured or furnished by others and
which are not an integral part of a product
manufactured by Seller, or (vii) have not
been fully paid for by Buyer. Refrigerants,
fluids, oils and expendable items such as
filters are not covered by this Limited
Warranty. If Seller has relied upon any
specifications, information, representations
or descriptions of operating conditions or
other data supplied by Buyer or its agents
to Seller in the selection or design of
Products, and actual operating conditions
or other conditions differ, any warranties or
other provisions contained herein that are
affected by such conditions will be null and
void.
with
other
Products
or
(d) If Software is Licensed: Seller
warrants
that
the
Seller-originated
software included within Products (“Seller
Software”), when properly installed, will
substantially conform to the applicable
functions specified in its documentation for
a period of 30 days following its ship date.
If any failure to conform to this warranty
occurs during such 30-day period, Seller
shall, upon prompt written notice of the
specific non-conformity from Buyer,
correct such non-conformity by repair or
replacement, FOB Seller’s facility (EXW
per INCOTERMS 2010 for international
shipments), of the defective program or
refund Buyer’s purchase price applicable to
the defective program. Seller has no
obligation for Seller Software failures
resulting from:
(i) unauthorized
modification of the Seller Software;
(ii) Buyer or third party supplied
software, or interfacing or integration with
Buyer or third party supplied software.
The foregoing warranty does not apply to
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(“Third Party Software”). To the extent
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Party Software supplier, Seller hereby
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Party Software “as is,” without any
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failures.
(c)
Buyer is solely responsible for
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Products are used only for the purposes
and in the manner for which they were
designed and supplied, (ii) all persons
likely to use or come into contact with
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or rely upon the Products are given full and
clear warning of any hazards associated
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effectiveness and that safe working
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(iv) any warning notices displayed on the
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any third party to whom the Products are
supplied agrees not to remove or obscure
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injury to persons or property arising out
of, connected with, or resulting from the
use of Products, either alone or in
(e)
THE
WARRANTIES
SET
FORTH IN THIS SECTION 6 ARE
SELLER’S SOLE AND EXCLUSIVE
WARRANTIES WITH RESPECT TO
PRODUCTS,
SOFTWARE
AND
SERVICES, AND ARE IN LIEU OF AND
EXCLUDE ALL OTHER WARRANTIES
OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, WITHOUT LIMITATION,
ANY
WARRANTY
AGAINST
INFRINGEMENT; AND ALL IMPLIED
WARRANTIES
OF
MERCHANTABILITY,
USAGE
OF
TRADE, AND FITNESS FOR A
PARTICULAR PURPOSE. Some states
do not allow limitations on how long an
implied warranty lasts, so the above
-3-
8.
Indemnity. (a)
Seller shall
defend at its own expense any action
brought against Buyer by a third
party alleging that Products (the
“Indemnified Items”) directly infringe
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all damages and costs finally awarded in
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action, delivers all necessary assistance in
the defense of the action, and permits
Seller to control all aspects of the defense,
including settlement rights. Seller has no
obligation with regard to: (i) any non-Seller
originated Products, software or processes,
including Indemnified Items or processes
which have been modified or combined
with non-Seller products or processes; (ii)
any Indemnified Items or process provided
pursuant to a design provided by or on
behalf of Buyer; (iii) any patent issued
after the date of the Agreement; (iv) any
action settled or otherwise terminated
without the prior written consent of Seller;
or (v) any claims arising from, or related
to, Seller’s adherence to any specifications
or instructions provided by or on behalf of
Buyer.
limitation may not apply to Buyer.
SELLER DOES NOT WARRANT THAT
THE OPERATION OF SOFTWARE
WILL BE UNINTERRUPTED OR
ERROR FREE, OR THAT ANY DEFECT
OR
MALFUNCTION
IN
THE
SOFTWARE IS CORRECTABLE OR
WILL BE CORRECTED.
THE
REMEDIES PROVIDED IN THIS
SECTION 6 ARE BUYER’S SOLE
REMEDIES FOR ANY AND ALL
CLAIMS
ARISING
FROM
OR
RELATED
TO PRODUCTS AND
SERVICES. All warranty claims must be
received by Seller on or before the end of
the applicable warranty period.
7.
Limitation of Remedy and
Liability. Seller’s total liability under the
Agreement, whether in law, equity,
contract, infringement, negligence, strict
liability or other otherwise, shall not
exceed one-half the price paid by Buyer
under the Agreement for the Product or
Services giving rise to the claim. Under
no circumstances shall Seller be liable for
special, incidental, indirect, punitive or
consequential damages for any reason.
“Consequential
damages”
includes,
without limitation, loss of anticipated
profits; business interruption; loss of use,
revenue, reputation or data; costs incurred,
including without limitation, costs for
capital, fuel or power; loss or damage to
property or equipment; and environmental
clean-up. Some states do not allow the
exclusion or limitation of incidental or
consequential damages, so the above
limitation or exclusion may not apply to
Buyer.
Any action arising under or
relating to the Agreement, (whether based
in law, equity, contract, infringement,
negligence, strict liability, other tort or
otherwise), must be commenced with one
year after the date of shipment or delivery
of Services. Seller assumes no obligation
or liability for technical advice given or
not given, or results obtained. Seller has
set its prices and entered into the
Agreement in reliance upon the limitations
of liability and other terms and conditions
specified herein, which allocate the risk
between Buyer and Seller and form a basis
of this bargain between the parties.
(b)
If Buyer’s use of any
Indemnified Items is enjoined or, in Seller’s
opinion, is likely to be enjoined or subject
to an infringement claim, Seller, at its
expense and at its option and, in
conjunction with its defense obligations
under this Section 8 in full satisfaction of
its indemnity obligations under this Section
8, may replace the applicable portion of the
Indemnified Items with a substitute free of
any infringement, modify the Indemnified
Items so that they are free of any
infringement, or procure for Buyer a
license or right to use the Indemnified
Items. If none of the foregoing options are
practical using commercially reasonable
efforts, Seller shall have the right to
remove the Indemnified Items and refund
to Buyer any amounts paid to Seller for
such Indemnified Items depreciated over a
seven-year period. This Section 8 states
Seller’s sole and exclusive remedy with
respect to claims of infringement or
misappropriation of third party proprietary
rights of any kind.
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other performance may be suspended for an
appropriate period of time or canceled by
Seller upon notice to Buyer in the event of
a Force Majeure Event, but the remainder
of the Agreement will otherwise remain
unaffected as a result of the Force Majeure
Event. If Seller determines that its ability
to perform the Services or the total demand
for Products is hindered, limited or made
impracticable due to a Force Majeure
Event, Seller may delay delivery of
Products and Services and allocate its
available supply of Products (without
obligation to acquire other supplies of any
such Products) among its customers on
such basis as Seller determines to be
equitable without liability for any failure of
performance. In the event of a Force
Majeure Event, the date of delivery will be
extended by a period equal to the delay
plus a reasonable time to train and
resume production, and the price will be
equitably adjusted to compensate Seller
for such delay and related costs and
expenses.
(c) If Buyer or any of its agents
modifies the Indemnified Items supplied
by Seller or combines any of them with any
other products or process to produce
products or perform a process not
furnished
by
Seller,
and
such
modification, combination, production or
performance is the cause of alleged
infringement of a United States patent,
Buyer shall defend and indemnify Seller
in the same manner and to the same
extent that Seller would be obligated to
indemnify Buyer under this Section 8.
(d) Buyer shall indemnify, defend
and hold harmless Seller and its affiliates
and
their
respective
shareholders,
officers, directors, members, agents and
employees against all expenses, costs
(including reasonable attorneys’ fees),
claims, demands, damages, liability, suits
or the like arising in connection with or
out of (i) any breach by Buyer of the
Agreement; or (ii) Seller’s adherence to
specifications or use of material furnished
or specified by Buyer or any of its agents.
Additionally, if all or a part of the
Indemnified Items sold hereunder are
incorporated into an improvement to real
property owned by a third party, Buyer will
indemnify, defend and hold harmless Seller
and its affiliates and their respective
shareholders,
officers,
directors,
members, agents and employees against
any claim by such third party or its guests
or invitees to the extent that the claim seeks
to recover damages or otherwise to invoke
any legal or equitable remedies beyond
those for which Seller has agreed to be
liable hereunder.
10. Laws and Regulations. Compliance
with any federal, state, provincial or local
laws, regulations and directives (“Laws”)
relating to the installation, operation or use
of Products or Services is the sole
responsibility of Buyer. In addition, Buyer
shall comply with all applicable laws, rules,
regulations and orders related to antibribery or anti-corruption legislation
(including without limitation the U.S.
Foreign Corrupt Practices Act of 1977 and
all national, state, provincial or territorial
anti-bribery and anti-corruption statuses)
and, as such, will make no offer, payment
or gift, will not promise to pay or give, and
will not authorize, directly or indirectly, the
promise or payment of, any money or
anything of value to any government
official, any political party or its officials,
or any person while knowing or having
reason to know that all or a portion of such
money or item of value will be offered,
given or promised for the purpose of
influencing any decision or act to assist
Seller or Buyer or otherwise obtaining any
improper advantage or benefit. The
Agreement is governed by the laws of the
State where Seller’s principal office is
located, without giving effect to its conflict
9.
Excuse of Performance. Seller has
no liability for non-performance due to acts
of God; acts of Buyer; war (declared or
undeclared); terrorism or other criminal
conduct; fire; flood; weather; sabotage;
strikes, or labor or civil disturbances;
governmental requests, restrictions, laws,
regulations, orders, omissions or actions;
unavailability of, or delays in, utilities or
transportation; default of suppliers or other
inability to obtain necessary materials;
embargoes or any other events or causes
beyond Seller's reasonable control (each, a
“Force Majeure Event”). Deliveries or
-5-
respect to any breach or default or of any
right or remedy and no course of dealing,
shall be deemed to constitute a continuing
waiver of any other breach or default or of
any other right or remedy, unless such
waiver is expressed in writing signed by
both parties, specifically referencing the
Agreement. Nothing in the Agreement
confers upon any person other than Seller
and Buyer any right or remedy under or by
reason
of
this
Agreement.
All
typographical or clerical errors made by
Seller in any quotation, acknowledgement
or publication are subject to correction.
of laws rules, and the parties consent to the
exclusive jurisdiction and venue of the
federal and state courts located in such
State. The application of the United
Nations Convention on Contracts for the
International Sale of Goods does not apply.
11.
Drawings. Any designs,
manufacturing
drawings
or
other
information submitted to the Buyer remain
the exclusive property of the Seller. Buyer
shall not, without Seller’s prior written
consent, copy such information or disclose
such information to a third party.
12.
Cancellation. Buyer may cancel
orders only upon reasonable advance
written notice and upon payment to Seller
of cancellation charges which include: (a)
all costs and expenses incurred by Seller,
and (b) a fixed sum of 10% of the total
price of Products to compensate for
disruption
in
scheduling,
planned
production and other indirect and
administrative costs.
BUYER accepts
conditions:
these
terms
and
Signature:_________________________
Print Name: _______________________
Date: ____________________________
13.
Export Control. Certain Products
may be subject to export controls under the
Laws of the US and other countries. Buyer
must comply with all such Laws and not
export, re-export or transfer, directly or
indirectly, any such Product except in
compliance with such Laws.
14. General Provisions. The Agreement
constitutes the entire agreement between
the parties and supersedes all other
communications between the parties
relating to the subject matter of the
Agreement. Seller’s quotations are offers
that may only be accepted in full. No
conditions, usage or trade, course of
dealing or performance, understanding or
agreement purporting to modify, vary,
explain, reject , or supplement the
Agreement shall be binding unless made in
writing and signed by both parties,
expressly and specifically referencing the
Agreement, and no modification or
objection shall be caused by Seller’s
receipt, acknowledgement, or acceptance of
purchase orders, shipping instruction
forms, or other documentation containing
different or additional terms to those set
forth herein. No waiver by either party with
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