Terms and Conditions - Product Sales

Rev 2021.07.7
- 12 -
H. Shipping Damages, Errors, Returns and Claim Policies. With respect to shipping damages, errors
in shipment (e.g. overage, shortage or missing items), Returns and Claims related thereto, reference is made
to PHI’s Returns, Damages and Claims Policies that are set forth on its website; the policies being
incorporated herein by reference.
16. Indemnification
A. Buyer’s Indemnification. Buyer agrees to defend, indemnify and hold PHI harmless from,
against and on account of all bodily injury and property damage claims asserted by third parties as a result
of Buyer’s negligence or intentional acts of omissions or Buyer’s Wrongful Acts; Buyer’s indemnification to
include (not by way of limitation) claims of death, personal injury and property damage. The term “Buyer’s
Wrongful Acts” includes (not by way of limitation): (A) any failure of Buyer to handle each of the Company’s
Products consistent with its Express Warranty; (B) any failure by Buyer to install, or cause to be installed,
any of the Company’s Products in accordance with their Express Warranties, Installation Manuals,
Integration Guides and their specifications; and (C) any failure to have Company’s Products installed by an
installer who has not been trained to install Company’s Products.
B. PHI’s Indemnification. PHI agrees to defend, indemnify and hold Buyer harmless from, against
and on account of any third-party claim alleging that a Product purchased by Buyer infringes upon a valid
and enforceable United States patent, provided Buyer gives PHI written notice immediately when such
claim is asserted, directly or indirectly. Notwithstanding the foregoing, PHI shall have no liability to Buyer
if any patent infringement or claim thereof is based upon or arises out of (a) compliance with designs, plans
or specifications furnished by or on behalf of Buyer; (b) use of a Product in a manner for which the Product
was neither designed nor contemplated; or (c) the claimed infringement of any patent in which Buyer or any
affiliate or subsidiary of Buyer has any direct or indirect interest by license or otherwise.
17. PHI’s Sales Support. Reference is made to PHI’s website and PHI’s Sales Support set forth on PHI’s
website. If the Buyer has any questions concerning any Product or Service the subject of a
Contract between PHI and Buyer, it is recommended that Buyer access PHI’s Sales Support by calling 805-
640-6700 or by visiting PHI’s website. Concerning installation of any Product the subject of a Contract
between PHI and Buyer, PHI’s IQ Program sets forth a current list of installers (“Certified Installers”) that
have been trained by PHI to install PHI’s Products; each installer having the right to represent that it has a
PHI I.Q. Certification or a PHI I.Q. Elite Certification. ALTHOUGH EACH CERTIFIED INSTALLATION
COMPANY HAS BEEN TRAINED AND HOLDS A PHI CERTIFICATION, PHI MAKES NO
REPRESENTATION OR WARRANTY WITH RESPECT TO ANY INSTALLATION OF A PHI PRODUCT
PERFORMED BY AN INSTALLER OF THAT COMPANY AND DISCLAIMS ANY LIABILITY RELATING TO
SUCH INSTALLATION; THERE BEING NO ASSURANCE THAT AN INSTALLER OF THE CERTIFIED
COMPANY SELECTED BY BUYER WILL INSTALL ANY PHI PRODUCT PURCHASED BY BUYER IN
ACCORDANCE WITH THE INSTALLATION MANUAL, INTEGRATION GUIDE AND THE WARRANTY
COVERING SUCH PRODUCT.
18. Default and Termination.
A. Default. The failure of either Party to comply with these Terms or any additional terms and
conditions of a Contract between the Parties shall constitute a default (“Default”) under the Contract.