6. FORCE MAJEURE / DELAYS.
If Cynomatic’ performance is delayed by any cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of God, strikes, labor shortage or disturbance, fire, accident, war, pandemic or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, or acts or inaction of government, Cynomatic’ time of performance will be extended by a period equal to the length of the delay plus any consequences of the delay. Cynomatic will notify Buyer within a reasonable time after becoming aware of any such delay.
7. BUYER’S REQUIREMENTS. Cynomatic’ performance is contingent upon Buyer timely fulfilling all of its obligations under this Agreement. These obligations include the Buyer supplying all documents and approvals needed for Cynomatic to perform, including but not limited to technical information and data, drawing and document approvals, and necessary commercial documentation. Cynomatic may request a change order for an equitable adjustment in prices and times for performance, as well as for any additional costs or any delay resulting from the failure of Buyer or Buyer’s contractors, successors or assigns to meet these obligations.
8. INDEMNITY. Cynomatic and Buyer (each as an “Indemnitor”) shall indemnify the other (“Indemnitee”) from and against all third-party claims alleging bodily injury, death or damage to a third party’s tangible property, but only to the extent caused by the Indemnitor’s negligent acts or omissions. If the injury or damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of fault. No part of the Product(s) or Buyer’s site is considered third party property.
Indemnitee shall provide the Indemnitor with prompt written notice of any third-party claims covered by this Article. Indemnitor has the unrestricted right to select and hire counsel and the exclusive right to conduct the legal defense and/or settle the claim on the Indemnitee’s behalf. The Indemnitee shall not make any admission(s) which might be prejudicial to the Indemnitor and shall not enter into a settlement without the express permission of the Indemnitor.