BUYER'S AGREEMENT REGARDING PURCHASE OF EXPERIMENTAL DEVICE
This Agreement is between A & P Electronic Media registered in the State of Idaho (the “ Manufacturer ”), any of its distributors (the “ Distributor ”), and YOU (the “ Buyer ”) for the purchase of one or more Bedini RPX Sideband Generators, which is intended to be used for research and experimentation purposes only.
WHEREAS, Manufacturer manufactures and Distributor distributes an invention sometimes referred to as “The Bedini-Rife-Prioré Device,” and commonly known as “The Bedini RPX Sideband Generator” (the “ Device ”);
WHEREAS, variations of the Device have at times been referred to as “healing machines” or said to generate “healing frequencies” in literature, but Manufacturer and Distributor makes no such representations to Buyer with respect to this Device, or any assertions of health benefits to be derived therefrom; and
WHEREAS, Buyer desires to purchase the Device for scientific research and experimentation purposes only and agrees to make such purchase without warranties of any kind, express or implied, and Manufacturer and Distributor agrees to sell only on the terms and conditions set forth herein.
NOW THEREFORE, in consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the parties agree as follows:
1. Sale of Device. Buyer hereby purchases one or more of the Device from Manufacturer or Distributor.
2. Disclaimer of Warranty; Due Diligence. BEING A UNIQUE, ONE OF A KIND PROTOTYPE OF AN INVENTION, THE DEVICE IS SOLD “AS IS,” AND MANUFACTURER DISCLAIMS ALL WARRANTIES OF QUALITY, WHETHER EXPRESS OR IMPLIED, TO ANYONE, AS TO FITNESS, MERCHANTABILITY, DESIGN, CONDITION, CAPACITY, PERFORMANCE OR ANY OTHER ASPECT OF THE DEVICE OR ITS MATERIAL OR WORKMANSHIP. Buyer acknowledges that he or she has not been induced by any statements or representations of any person with respect to the merits, potential health benefits, quality or condition of the Device and that no such statements or representations have been made by Manufacturer, Distributor or its agents. Buyer acknowledges that he or she has relied solely on such research and investigation of the Device as the Buyer has deemed sufficient and that Manufacturer and/or Distributor has afforded Buyer the reasonable opportunity to make a full and complete investigation, examination, and inspection of the Device prior to sale. This sale is expressly conditioned upon Buyer's acknowledgment that the Device is not a “medical device” and Buyer's representation that the Device will NOT be used by Buyer as a “consumer” but rather for scientific research and experimentation purposes only.
3. Limitation of Liability. Manufacturer and Distributor will not be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this agreement or the transaction it contemplates (whether for breach of contract, tort, negligence, or any other form of action) and irrespective of whether the Manufacturer or Distributor has been advised of the possibility of any such damage. Manufacturer and Distributor further disclaims any liability for injury to Buyer, or third parties as a result of any defects, latent or otherwise, in the Device. Upon sale, Buyer assumes full responsibility for the Device, including its assembly, installation, maintenance, testing, use, and adjustment. In no event will Manufacturer's or Distributor's liability exceed the price Buyer paid to Manufacturer or Distributor for the Device.
4. Buyers Indemnification of Manufacturer and Distributor. Because the Device is sold for research and experimentation purposes only, Manufacturer and Distributor retains no control over Buyer's use or possession of the Device after the sale and upon receipt of the Device, Buyer agrees to indemnify and hold harmless Manufacturer, Distributor, and Manufacturer's and Distributor's principals, agents and employees against any and all liabilities, obligations, claims, demands, costs and expenses of every kind and nature, including attorneys' fees and litigation expenses, arising from or related to the Device, including, without limitation, possession, use, or operation of the Device.
5. Limitation of Actions. No action arising out of or relating to this agreement or the transaction it contemplates may be commenced against the Manufacturer or Distributor more than 12 months after the basis for such claim could reasonably have been discovered.
6. Governing Law and Designation of Forum. (a) The laws of the State of Idaho (without giving effect to its conflicts of law principles) govern all matters arising out of or relating to this agreement and the transaction it contemplates, including, without limitation, its interpretation, construction, validity, performance (including the details of performance), and enforcement.
(b) Each party to this agreement consents to the exclusive jurisdiction of the courts of the State of Idaho sitting in Kootenai County and its appellate courts, for the purpose of all legal actions and proceedings arising out of or relating to the Device, this agreement or the transaction it contemplates.
7. Recovery of Expenses. In any adversarial proceedings between the parties arising out of this agreement or the transaction it contemplates, the prevailing party will be entitled to recover from the other party, in addition to any other relief awarded, all expenses that the prevailing party incurs, including all reasonable legal fees and expenses.
8. Entire Agreement. This agreement constitutes the entire agreement between the parties with respect to the subject matter of this agreement and supersedes all other agreements, whether written or oral, between the parties.
9. Amendments. No amendment to this agreement will be effective unless it is in writing and signed by both parties.
Dated and Effective as of: