unlimited right, without liability, to take possession of the Equipment, with or without notice, and to have all of the remedies of a secured party under applicable law in addition to and not exclusive of other rights and remedies available to Company under applicable law. The security interest shall remain with Company, at Buyer's risk, until the purchase price and all other amounts payable by Buyer hereunder have been paid.
Acceptance. Equipment will be deemed accepted on completion by Company (or Company's representative) of Company's applicable published acceptance tests or such other acceptance test that is expressly set forth in this Quote. If the Equipment initially fails the acceptance tests, Company shall have a reasonable opportunity to repair the Equipment and re-perform the acceptance tests. Acceptance of Equipment constituting a single system cannot be delayed due to failure of other Equipment constituting a separate system to meet acceptance tests. Any use of the Equipment by Buyer, its employees or agents prior to acceptance that delays acceptance of the Equipment will constitute Buyer's acceptance of the Equipment. If acceptance is delayed through no fault of Company beyond sixty (60) days from Delivery, Company reserves the right to invoice Buyer for the Acceptance Payment. Buyer shall give Company written notice of acceptance and such acceptance shall not be unreasonably delayed or withheld.
Training/Applications Support/User Guide. Training, if any, specified in this Quote is valid for use for twelve (12) months from the date of acceptance of the Equipment. Costs of travel and related expenses for Buyer's employees to and from the training location are Buyer's responsibility. Intellectual property or developments arising out of applications support, if any, specified in this Quote shall be subject to the provisions of this Section unless the parties have entered into a separate written agreement. The rights to any Intellectual Property (as defined below) developed by Company (either solely or jointly with Buyer) in connection with the services provided shall vest with Company. Buyer shall execute all documents reasonably required by Company to evidence Company's ownership in such Intellectual Property. Buyer is hereby granted free of charge a worldwide, irrevocable, perpetual license to such developed Intellectual Property for internal use in connection with the Equipment. "Intellectual Property" means all present and future (a) patent rights, (b) copyrights, mask work rights, and other rights associated with works of authorship, (c) trade secret rights, and (d) other forms of intellectual or industrial property rights and proprietary rights of any kind or nature including rights under and with respect to all applications, registrations, extensions, and renewals of the foregoing. Company will provide its standard user's guide with the Equipment, if any, free of charge. Such guide will be in the English language and may be provided in electronic form. Upon Buyer's request, Company provides the user's guide in local languages or in a non-electronic format.
Warranty. Company warrants to the original Buyer of the Equipment that the Equipment will be free from material defects for a period of twelve (12) months from the date of acceptance or fourteen (14) months from the date of Delivery if installation is delayed through no fault of Company, whichever occurs first plus any additional warranty period as noted on the Quotation ("Warranty Period"). Consumables will only be replaced under the warranty if they have failed prior to the end of their ordinary useful life. Consumables are excluded from the warranty under any additional warranty period beyond the standard 12 month period. Any Equipment repaired or replaced under this warranty is warranted only for the unexpired part of the original Warranty Period applicable to that Equipment. Warranties for third party items are the sole responsibility of the third party vendor. The warranty set forth above ("Warranty"), if any, does not apply and shall be of no force and effect if Buyer modifies the Equipment, uses the Equipment with other than Company-supplied parts or products designated "Works with FEI" or the equipment is maintained or repaired by parties other than Company authorized personnel. In addition, the Warranty shall not apply to, and Company shall have no responsibility for, defects caused in whole or in part by accident, vandalism, abuse, wrongful act, neglect, failure to use proper operational and safety procedures, improper integration, installation, application or maintenance or the use of Works with FEI products outside of the Company approved parameters. Company's sole obligation under the Warranty is to provide one of the following remedies, in Company's sole reasonable discretion: repair, replacement or removal and refund of purchase price. THE WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE EQUIPMENT. NO WARRANTIES SHALL ARISE UNDER THIS AGREEMENT FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR PURPOSE.
Maintenance.
Definitions: (i) “Maintenance” means the services provided by Company or its representative under Company’s Maintenance Policy in effect at the time such services are ordered. (ii) “Maintenance Fee” means the annual fee charged Buyer by Company for Maintenance. (iii) “Maintenance Period” means a period during which Company makes Maintenance available (which is ordinarily a one-year, renewable period), except as otherwise specified by Company. (iv) “Maintenance Policy” means Company’s Maintenance Policy regarding the applicable Equipment (which may differ by type of product and service level), initially as in effect on the date of this Quote and as may be modified from time to time thereafter as set forth herein.
Company's standard level Maintenance services applicable to the Equipment as noted in the Quotation specifications, if any, will be provided to Buyer at no additional charge during the Warranty Period, if any. For as long as Company provides Maintenance for the Equipment, Company will make Maintenance available to Buyer for purchase; provided that Maintenance may not be available if Buyer has installed third party items on the Equipment other than those sold by Company or which are part of the Works with Company program. Company reserves the right to alter its standard Maintenance Policy from time to time, but will not reduce the level of Maintenance during any Maintenance Period for which a Maintenance Fee has been paid. Company makes available premium levels of Maintenance for many of its products and the price for such services can be quoted by Company on