Common use of Class Failure Clause in Contracts

Class Failure. In the event of a Class Failure, WISTRON will provide to XPLORE the following additional remedies: (a) WISTRON will strive to provide to XPLORE, no later than five (5) business days following the declaration of a Class Failure, a root cause analysis and corrective action plan (Exhibit F, Sec. 6.4, 6.5). XPLORE will make available such information and assistance reasonably required to allow WISTRON to conduct its root cause analysis and to provide its corrective action plan. (b) If, after review of the root cause analysis and corrective action plan, XPLORE determines, in its reasonable opinion, that the Class Failure necessitates a field stocking recall or customer-based recall or retrofit, XPLORE may then elect to have the Products: 1) returned to WISTRON for repair or replacement; or 2) repaired or replaced by XPLORE in the field, including products in XPLORE and WISTRON’s inventory, in XPLORE’s distributors’ inventory and in XPLORE’s installed base; if XPLORE chooses to perform a field repair, WISTRON will provide the appropriate Safety Stock of Products, parts or upgrades free of charge to XPLORE; such Products, parts or upgrades will be shipped with the highest shipping priority utilized by WISTRON. (c) WISTRON will, within ninety (90) days after completion of the foregoing actions, reimburse XPLORE for its reasonable and direct costs in performing such services, including, without limitation, all shipping charges. WISTRON will reimburse for any labor charges provided that XPLORE notifies WISTRON in writing of the estimated labor charges 15 days in advance of the labor beginning and both Parties mutually agree to the total labor charges incurred.