Common use of Change Notification Clause in Contracts

Change Notification. Supplier agrees that it shall not discontinue Goods sold to Company under this Order for a period of at least one (1) year from the date of this Order, unless it first shall give Company at least ninety (90) days prior written notice and an opportunity to purchase additional items of the Goods proposed to be discontinued. Upon notice of discontinued Goods, Company may cancel this order without liability to Company, and Supplier agrees to accept returns of discontinued Goods and to issue Company a full credit at the price which Company originally paid or contracted to pay for such Goods. Supplier shall not, without prior written consent from Company, make any process or design changes affecting the Goods. Notwithstanding any other provisions of this Agreement, if Company, in its sole discretion, does not agree to the change proposed by Supplier, then in addition to all other rights and remedies at law or equity or otherwise, and without any cost to or liability to Company, Company shall have the right to terminate this Agreement and to terminate any or all Orders for Goods affected by such change without further obligation. TERMINATION – Company may at any time cancel this Order, in whole or in part, by written notice to Supplier by mail and/or by electronic mail (“email”). Without charge, Company may change or cancel any portion of this Order if Company gives Supplier notice (i) for custom Goods or Services at least 30 calendar days prior to Delivery Date, and (ii) for standard Goods or Services at least 14 calendar days prior to Delivery Date. In such case, Company’s liability shall be limited to payment for Goods accepted by Company or for Services performed up through Company’s notice of termination. If Supplier breaches any provision of this Order, Company may terminate the whole or any part of this Order unless Supplier cures the breach within ten (10) work days after the date of Company’s notice of breach. Company’s notice of breach may be made by certified mail and/or by electronic mail and/or by facsimile to Supplier. WARRANTY – Supplier warrants to Company and its customers that Material and/or Services furnished will: (1) be new, merchantable, free from defects in design, material and workmanship and will conform to and perform in accordance with the specifications, drawings, samples and other requirements referred to in this Order or provided by Supplier prior to the date of this Order; (2) be performed in a first class, workmanlike manner; (3) be free of all liens, encumbrances and other claims; (4) not infringe or misappropriate any patent, trademark, copyright or other intellectual property right of a third party; and (5) be new and shall not contain any used or reconditioned parts or materials. Supplier further warrants and represents that it has the right to sell the Goods and/or Services that are required to Company, and if applicable, to license any intellectual property rights in the Goods or Services that are required to allow Company to resell and otherwise to make full use of the Goods or Services free and clear of all adverse claims. Even if Supplier is unable to expressly warrant that the Goods that Supplier is providing to Company pursuant to these Terms and Conditions are authorized for use as critical components in medical, life saving, and/or support devices or systems, safety devices or systems, and/or in any other devices, applications or systems in which it is reasonably foreseeable that failure of the Goods could lead to death, bodily injury or catastrophic property damage, Supplier nevertheless agrees to defend, indemnify and hold Company harmless to any and all third parties for any and all alleged losses, damages, liabilities, costs and/or expenses incurred in or arising out of or related to use of the subject Goods pursuant to the Limitation of Liability, Defense and Indemnification provision appearing below, including but not limited to any and all alleged losses, damages, liabilities, costs and/or expenses incurred in or arising out of or related to use, whether authorized or not, of the subject Goods as critical components in medical, life saving, and/or support devices or systems, safety devices or systems, and/or in any other devices, applications or systems, military or civilian. These warranties extend to the future performance of the Goods or Services and shall continue for the longer of (a) the warranty period applicable to Company's sales to its customers of the Goods or Services or of products which incorporate the Goods or Services, (b) one year after the Goods or Services are accepted by Company or (c) such greater period as may be specified elsewhere in this Order. If Goods or Services furnished contain manufacturers' warranties, Supplier hereby assigns such warranties to Company and its customers. All warranties shall survive inspection, acceptance and payment. Goods or Services not meeting the warranties will be, at Company's option, returned for or subject to refund, repaired, replaced or re-performed by Supplier at no cost to Company or its customers and with transportation costs and risk of loss and damage in transit borne by Supplier. Repaired and replacement Goods and/or re-performed Services shall be warranted as set forth above in this Section. NON-COMPLYING GOODS AND SERVICES - If any Goods are defective or otherwise not in conformity with the requirements of this Order (“Noncomplying Goods”), Company at its option, may: (1) return the Noncomplying Goods for repair, replacement or reworking at Supplier’s sole cost and expense, or (2) take a credit against the purchase price of the Noncomplying Goods. If any Services are defective, Supplier agrees to re-perform the Services or to perform all Services necessary so as to deliver the Services to meet the requirements of this Order, at no additional cost or expense to Company. All Noncomplying Goods, over shipments, and early shipments returned by Company to Supplier, and all replacement or reworked Goods shipped by Seller to Company to replace Noncomplying Goods, shall be at Suppliers’ risk and expense including transportation charges.