Limitation of Liability and Warranty Disclaimer

This Limitation of Liability and Warranty Disclaimer applies to all persons (“you” or “your”) purchasing products and/or services from Western Equipment Dealers Association, a Missouri nonprofit corporation (“WEDA”), to be provided by WEDA or its contractors through WEDA’s Dealer Institute program (“DI Products and Services”).  By entering into an agreement to receive (an “Underlying Agreement”), or by receiving, DI Products and Services, you agree to be bound by and accept the terms of this Limitation of Liability and Warranty Disclaimer.

TO THE FULLEST EXTENT PERMITTED BY LAW, ALL DI PRODUCTS AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WEDA MAKES NO WARRANTY THAT DI PRODUCTS AND SERVICES WILL MEET YOUR REQUIREMENTS; OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PRODUCTS OR SERVICES WILL BE EFFECTIVE, ACCURATE OR RELIABLE; OR THAT THE QUALITY OF ANY PRODUCTS OR SERVICES WILL MEET YOUR EXPECTATIONS.

IN NO EVENT SHALL WEDA OR ITS AFFILIATED COMPANIES, AGENTS, MEMBERS, EMPLOYEES, ATTORNEYS, CONSULTANTS, CONTRACTORS OR OFFICERS (COLLECTIVELY, “OUR AFFILIATES”) HAVE ANY OBLIGATIONS OR LIABILITIES TO YOU OR ANY OTHER PERSON FOR LOSS OF PROFITS, FOR LOSS OF BUSINESS, OR FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF WEDA OR OUR AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THE SALE, DELIVERY, USE, OR PERFORMANCE OF DI PRODUCTS AND SERVICES.  

WEDA’S SOLE AND ENTIRE MAXIMUM LIABILITY (AND THE LIABILITY OF OUR AFFILIATES) RELATING TO DI PRODUCTS AND SERVICES, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE APPLICABLE DI PRODUCTS AND SERVICES.

SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOUR PURCHASE OF DI PRODUCTS AND SERVICES.

This Limitation of Liability and Warranty Disclaimer may NOT be altered, supplemented, or amended by the use of any other document(s), unless specific reference is made to the parties’ intent to alter, supplement or amend a specific provision of this Limitation of Liability and Warranty Disclaimer in a writing signed by you and WEDA.

The provisions of this Limitation of Liability and Warranty Disclaimer are separable, severable and divisible in all respects, and the unenforceability of any specific provision hereof shall not affect the validity of any other provision.  If a court of competent jurisdiction finds any provision of this Limitation of Liability and Warranty Disclaimer to be unenforceable or invalid under applicable law, then such court shall either reform said provision so that it shall be enforceable under applicable law or construe this Limitation of Liability and Warranty Disclaimer in all respects as if said provision had been omitted.  This Limitation of Liability and Warranty Disclaimer shall be construed and enforced in accordance with the laws of the State of Missouri, without regard to its conflicts of law provisions.