Common use of Product Warranty Clause in Contracts

Product Warranty. ALTIS warrants that the CONTRACT PRODUCTS delivered hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and workmanship under normal use for a period of [*] from the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOT.

Appears in 2 contracts

Samples: ADESTO TECHNOLOGIES Corp, ADESTO TECHNOLOGIES Corp

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Product Warranty. ALTIS Seller warrants to Customers that the CONTRACT PRODUCTS delivered Seller’s Products provided hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from of defects in material and or workmanship under normal use for a period of [*] (i) five (5) years for LED Products and (ii) one (1) year for all other Products, from date of shipment from the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defectsapplicable Seller warehouse location. If during the [*] periodwithin either such applicable period any such Products shall be proved to Seller’s satisfaction to be defective, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS willSeller shall, at its option, either (x) repair, (y) replace, repair or (z) credit ADESTO for replace the affected part free of charge and send such defective CONTRACT PRODUCTS if repaired or replaced part to the Customer F.O.B. destination. Such repair or replacement are (whichever Seller determines, in its discretion, to provide) shall be Seller’s sole obligation and the Customer’s exclusive remedy for any deficiency in Products furnished hereunder, and shall be conditioned upon the Customer’s return of such Products to Seller F.O.B. shipping point, or, in Seller’s sole discretion, inspected in the field by a Seller- authorized representative. Notwithstanding anything to the contrary contained herein, this warranty does not commercially apply to, and reasonably availableSeller has no responsibility to any Customer for, Products that have been modified, improperly installed and/or used in conditions or for purposes other than for which they were designed. ALTIS shall return any CONTRACT PRODUCTS Any parts repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO are warranted only for the transportation charges paid by ADESTO for returning such balance of the applicable warranty period on the defective CONTRACT PRODUCTS Product No person, agent or distributor is authorized to ALTISgive any other warranty, or to modify the terms of this warranty, on behalf of Seller. This THE ABOVE WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED; AND SELLER EXPRESSLY DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. To obtain warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO service pursuant to this sectionSection 10, please send an email to info@dmflighting. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] com or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTcontact your local sales agent.

Appears in 2 contracts

Samples: Terms and Conditions of Sale, Terms and Conditions of Sale

Product Warranty. ALTIS Caesarea warrants to Alaris that for a period commencing on the CONTRACT PRODUCTS delivered hereunder shall date of delivery to Alaris and ending on the eighteen (18) month anniversary of the date of first shipment to the end-user or customer (the "Warranty Period"), each NIKI Pump and each Manufacturing Assembly Kit will: (i) conform to the specifications set forth on Parts 1, 2 and DATA SHEETS 3 of Schedule 1(h) hereto and to the First, Second and Third Final Design, as agreed to by the PARTIES and shall applicable; (ii) be free from defects manufacturing defects; (iii) not be "adulterated" or "misbranded" as such terms are defined in material the Act; and workmanship under normal use (iv) be in merchantable condition and fit and safe for a period of [*] from the date of deliveryits intended use. This only relates Subject to the manufacturing and/or testing provisions of Section 27 hereof, Caesarea's sole obligation under this product warranty shall be, at the WAFERSoption of Alaris, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned either to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS willreplace, at its optionCaesarea's sole cost and expense, either (x) repairor, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are is not commercially and feasible or is not made by Caesarea, to refund the purchase price of, any NIKI Pump or Manufacturing Assembly Kit returned within the Warranty Period that Alaris reasonably available. ALTIS shall return determines fails to meet any CONTRACT PRODUCTS repaired of the conditions of (i), (ii), (iii) or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS(iv) above. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior apply to any return of allegedly defective CONTRACT PRODUCTS NIKI Pump or Manufacturing Assembly Kit that has been damaged by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilitiesaccident or has been misused, abused, altered or repaired by anyone other than Caesarea or its representatives. In the event that [*] or more case of a standard part supplied to Caesarea by a subcontractor engaged by Caesarea and approved by Alaris pursuant to the provisions of Section 12 hereof, Caesarea shall grant to Alaris the benefit of any single LOT of CONTRACT PRODUCTS are eligible product warranty provided to Caesarea by such subcontractor and Caesarea will not bear any further liability to Alaris for warranty return such part under this Article. ADESTO may return all or any portion Section 17; provided, that Alaris shall have first approved in writing the terms of the entire LOT as eligible sub-contractor's product warranty for warranty after consultation with ALTIS on such part prior to the root cause analysis and the acceptable criteria for that LOTuse thereof by Caesarea.

Appears in 2 contracts

Samples: ) Agreement (Alaris Medical Systems Inc), ) Agreement (Alaris Medical Inc)

Product Warranty. ALTIS warrants that Except for (i) warranties implied or imposed by applicable Laws, (ii) express warranties contained in the CONTRACT PRODUCTS Company’s or any of its Subsidiaries’ standard terms and conditions of sale, (iii) warranties set forth in customer purchase orders and in other Contracts entered into with customers, (iv) manufacturer warranties related to products sold or delivered hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and workmanship under normal use for a period Company or any of [*] from the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaidits Subsidiaries, and (cv) ALTIS’ reasonable conclusion after promptly examining warranties given in the ordinary course of business. since January 1, 2017 neither the Company nor any of its Subsidiaries has given a warranty in respect of any products supplied, manufactured, sold or delivered by it, and there have not been any material deviations from such returned CONTRACT PRODUCTS reveals that warranties and none of the employees or agents of the Company or any of the Company’s Subsidiaries (i) is authorized to undertake obligations to any customer or to other third parties which expands such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replacewarranties, or (zii) credit ADESTO to the Company’s Knowledge, has made any oral warranty with respect to such products or services of the Company or any of the Company’s Subsidiaries. Each product sold or delivered by Company or its Subsidiaries since January 1, 2017 conforms in all material respects with the customer specifications for such defective CONTRACT PRODUCTS if repair product, all applicable contractual commitments and all applicable express and implied warranties. Neither the Company nor any of its Subsidiaries has any material liability or replacement are not commercially obligation that could reasonably be expected to have a Company Material Adverse Effect (and reasonably available. ALTIS shall return to the Knowledge of the Company, there is no basis for any CONTRACT PRODUCTS repaired present or replaced under this warranty to ADESTOfuture action, transportation prepaidsuit, and shall reimburse ADESTO for proceeding, hearing, investigation, charge, complaint, claim or demand against the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired Company or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior any of its Subsidiaries giving rise to any material liability or obligation that could reasonably be expected to have a Company Material Adverse Effect) for replacement or repair thereof, indemnification with respect thereto or other damages in connection therewith that arose in each case of January 1, 2017, except liabilities or obligations for replacement, return or repair incurred in the ordinary course of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation business consistent with ALTIS on the root cause analysis and the acceptable criteria for that LOTpast practices.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meridian Bioscience Inc)

Product Warranty. ALTIS COMPANY warrants to DISTRIBUTOR that the CONTRACT PRODUCTS delivered hereunder Products at the time of their delivery by COMPANY to DISTRIBUTOR (i) shall conform meet the agreed applicable specifications attached hereto as Exhibits 1.2 and 1.3 (as may be changed from time to time as provided herein), which shall be no less than the published specifications and DATA SHEETS documentation as -------- *** Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. of the date thereof and subject to Section 4.1, DISTRIBUTOR's Supplier Certification guidelines; (ii) shall have been manufactured in accordance with all laws and regulations applicable to their manufacture in those jurisdictions in which DISTRIBUTOR is distributing the Products (provided that DISTRIBUTOR gives COMPANY at least ninety (90) days written notice of any jurisdictions in addition to those listed on Exhibit 6.1); (iii) shall be new or newly manufactured; and (iv) shall be of good and merchantable title, free of liens and encumbrances, (v) shall be "Y2K" compliant, as that term is defined on DISTRIBUTOR's external website on the Effective Date, and (vi) that, as of the Effective Date clearance or permission to sell the Products has been obtained in those countries as set forth in Exhibit 6.1. COMPANY shall promptly, at COMPANY's sole option, replace, repair or make a purchase price (in the amount paid by DISTRIBUTOR to COMPANY) refund for any of such Products proved to be non-conforming, provided that written notice and reasonable documented evidence of each warranty claim and the fact that the failure occurred during the warranty period is received by COMPANY within thirty (30) days after the expiration thereof. COMPANY will have the right to verify such non-conformance. Such replacement, repair or refund shall be DISTRIBUTOR's sole remedy hereunder. Unless otherwise agreed to by the PARTIES and Parties, the warranty period under this Section 8.2 for (a) any Sensor shall be free from defects in material and workmanship under normal use the stated shelf life as set forth on the label for a period of [*] such Product, not to be less than ten (10) months from the date of delivery. This only relates shipment to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, DISTRIBUTOR; (b) any Cartridge shall be the stated shelf life as set forth on the label for such CONTRACT PRODUCTS are returned Product, not to ALTIS in accordance with documented RMA be less than three (“Returned Materials Authorization”3) process provided months from the date of shipment to ADESTO, freight * Confidential Treatment Requested prepaid, and DISTRIBUTOR; (c) ALTIS’ reasonable conclusion any Monitor or Calibrator of any Continuous Monitoring Product, or any Accessory or XXXX Analyzer of any Intermittent Monitoring Product covered hereunder shall expire on the date eighteen (18) months after promptly examining the date of shipment of such returned CONTRACT PRODUCTS reveals that item to DISTRIBUTOR; and (d) any IDMS Software shall expire on the date forty-five (45) days after the date of delivery of such CONTRACT PRODUCTS are indeed defective (i.e.software to DISTRIBUTOR's customer. The warranty period for any Improved Products shall be mutually agreed by the Parties. If requested by COMPANY, they do not pass DISTRIBUTOR shall return the test program applicable non-conforming Product to COMPANY at the time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion submission of the entire LOT as eligible for warranty after consultation with ALTIS on claim therefor. DISTRIBUTOR agrees to provide COMPANY sufficient notice of additional countries in which it intends to distribute the root cause analysis and the acceptable criteria for that LOTProducts to permit COMPANY to meet its obligations under subsection (ii) of this Section 8.2.

Appears in 1 contract

Samples: Distribution Agreement (Diametrics Medical Inc)

Product Warranty. ALTIS (a) The Seller warrants that any equipment and products (excluding software licensed under the CONTRACT PRODUCTS delivered hereunder shall conform License Agreement, but including software embedded in the equipment and products) comprising or part of the Constructed BPL Network that was manufactured or provided by (excluding any items listed on Schedules D or G) or on behalf of Current Technologies, LLC (the “BPL Equipment”) conforms in all material respects to the specifications attached hereto as Schedule F (the “Product Specifications”) in effect on the Closing Date and DATA SHEETS as agreed to by the PARTIES and shall be are free from any latent or patent defects in material materials and workmanship (collectively, the “Product Warranty”). The Product Warranty and Seller’s obligation under normal use this Section 6.1 shall extend (1) for a period the finished goods inventory and additional components described in Schedule C, for the earlier of [*] (A) thirty-six (36) months from the Closing Date and ( B) one (1) year from the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery installation of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaidfinished goods inventory or components, and (c2) ALTIS’ reasonable conclusion one (1) year from the Closing Date for the remainder of the Constructed BPL Network (the “Product Warranty Period”), provided that upon the occurrence of an Epidemic Failure (as defined in Section 6.3), the Product Warranty Period applicable to any specific kind of Product, bearing the same stock-keeping unit number for which the failure to conform to the Product Specifications and/or the defect or defects constitute the Epidemic Failure shall be extended for a single period of twelve (12) months after promptly examining such returned CONTRACT PRODUCTS reveals the date that such CONTRACT PRODUCTS there are indeed defective a sufficient number of Product failures to cause an Epidemic Failure. All warranty claims not made in writing or not received by the Seller within the Product Warranty Period (i.e.as may be extended) will be deemed waived. The Seller’s Product Warranty and obligation is solely for the benefit of the Buyer, they do who has no authority to extend this Product Warranty to any other person or entity other than permitted assignees hereunder. The Product Warranty shall not pass apply to any defect if and to the test program applicable at time of manufactureextent caused, in whole or in part, by: (i) and defects are accident, unusual physical neglect or misuse not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repairthe Seller, (yii) replacefor the finished goods inventory and additional components described in Schedule C, such inventory and components are or were not stored indoors in a dry, non-condensing humidity- and corrosive-free environment within the temperature limits of -40 °C to +55 °C in a substantially similar manner in which it is stored at Closing, (iii) refusal or failure by Buyer to accept and have installed any update, upgrade, patch, bug fix or other modification to software licensed under the License Agreement recommended by Seller (or its Affiliates) unless such refusal or failure is reasonable because of apparent defects or violation of any third party rights caused by such update, upgrade, patch, bug fix or other modification and provided that any defect resulting from such update, upgrade, patch, bug fix or other modification is covered by the Product Warranty, (iv) unauthorized modification or unauthorized use of the BPL Equipment, (v) the Buyer’s failure to install or operate the BPL Equipment in all material respects according to the Product Specifications or instructions delivered in writing to the Buyer by the Seller; or (zvi) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion uses of the entire LOT BPL Equipment for purposes other than those identified by the Product Specifications or as eligible for warranty after consultation with ALTIS used by the Seller as of Closing to provide services to the Buyer under the Utility Agreements, including installation of or other work on portions of the root cause analysis and the acceptable criteria for that LOTConstructed BPL Network done by anyone other than a qualified technician authorized to perform such work by Buyer.

Appears in 1 contract

Samples: Settlement Agreement and Release (Oncor Electric Delivery Co LLC)

Product Warranty. ALTIS Arbor hereby warrants that, at the time of delivery to Pharmacy, the Products will not be adulterated or misbranded. Except as otherwise expressly provided in this Agreement, Abor makes no warranties, express or implied, with respect to the Products, including but not limited to any warranty of non-infringement, merchantability or fitness for a particular purpose. Arbor’s sole liability with respect to damaged or defective Product shall be, in Arbor’s sole discretion, either to replace such Products or to refund the amount paid by Pharmacy for such Products. EXHIBIT E Arbor Pharmaceuticals, LLC Returned Goods Policy Arbor Pharmaceuticals, LLC (“Arbor”) values your business and appreciates the opportunity to serve you and your customers. Arbor only accepts returns of its pharmaceutical products that comply with this policy and are returned by parties who purchased product directly from Arbor or one of Arbor’s authorized distributors of record and only if the product is six (6) months within, or six (6) months past, the product expiration date. To the extent that this return policy conflicts with any applicable state law, then the applicable state law shall control. Arbor requires that the CONTRACT PRODUCTS delivered hereunder returning party indicate from which authorized distributor of record the product was purchased and provide proof of purchase in the form of an invoice that identifies the name of the supplier as well as the quantity, price paid and date of purchase. Returned product that does not meet these requirements will be destroyed, and no credit will be extended. Customers are required to obtain a Returned Goods Authorization (“RGA”) prior to returning any Arbor product. On the RGA, the customer shall conform to the specifications verify that all returned product has been kept under proper conditions for storage, handling and DATA SHEETS as agreed to by the PARTIES shipping. RGAs shall expire within forty-five (45) days of its issuance and such authorization for a return may only be obtained or issued once. Requests for RGAs for Schedule II products shall be free e-mailed to GMB-SPS- XxxxxxXxxxxxxx@xxxxxxxxxxxxx.xxx or faxed to 000-000-0000. Such returns shall be sent to: Arbor Pharmaceuticals, LLC Return Goods Department, 15 Xxxxxx Blvd., Dock 00, Xxxxxxxx X, Xx Xxxxxx, XX 00000. Requests for RGAs for all other products shall be e-mailed to GMB-SPS- XxxxxxXxxxxxxx@xxxxxxxxxxxxx.xxx or faxed to 000-000-0000. Such returns shall be sent to: Arbor Pharmaceuticals, LLC Return Goods Department, 15 Xxxxxx Blvd., Dock 43, Xx Xxxxxx, XX 00000. Returnable Items: • Product in the distribution channel that was purchased directly from defects in material Arbor or one of its authorized distributors of record; • Product authorized by Arbor for return and workmanship under normal use for a period of [*] from the date of delivery. This only relates to the manufacturing and/or testing returned within this policy’s guidelines; • Expired product - within six (6) months of the WAFERSexpiration date - in sealed, but excludes original unopened Arbor containers. Ineligible Returns • Product obtained illegally or sold as short-dated, close-out, special promotion or non- returnable; • Product not purchased directly from Arbor or one of its authorized distributors of record; • Product with broken seals, in open packages, or from which individual units have been removed or any units which are partially complete; • Product without all original labels and inserts or with such materials, lot numbers or expiration dates defaced, covered, removed, modified or unreadable; • Professional samples or product that was sold in bulk package sizes, repackaged or in packaging other than its original containers; • Product not returned within 45 days of authorization; • Product that is more than six (6) months past its expiration date; • Product purchased for the purpose of stockpiling for speculative means; • Product stored under improper conditions or exposed to fire, smoke, water, or other adverse environmental conditions; and final test induced defects• Product sold to a government stockpile program or outdated returns totaling $25.00 or less. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS Any item not eligible for return in accordance with documented RMA this policy will not be accepted for return by Arbor without special written authorization. All risk of loss associated with returned product shall remain with the customer until such delivery is accepted by Arbor’s third party logistics provider (“Returned Materials Authorization3PL) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOT).

Appears in 1 contract

Samples: Program Pharmacy Services Agreement

Product Warranty. ALTIS warrants that Products manufactured by TreeTop Products utilize the CONTRACT PRODUCTS delivered hereunder shall conform best quality materials available, and are built by experts with unparalleled craftsmanship. Because of this, we are proud to the specifications and DATA SHEETS as agreed offer a warranty on these recycled plastic site furnishings for 50-years. None of our competitors can do this. Just imagine; your hair will turn gray before you need to by the PARTIES and replace one of our products! Our products shall be free from of defects in material and workmanship under normal use for a period of [*] from the Warranty Period - in effect at the date of deliverypurchase. This only relates Replacement product will be shipped free of charge when the warranty is claimed within one year of the original receipt date. If the warranty claim is longer than 1 year, the customer will be responsible for shipping costs for the replacement product. For products not manufactured by TreeTop Products, the product warranty period varies from product to product. If a product’s warranty is longer than 1 year, this longer warranty is listed on the individual product page. The warranty and, if applicable, extended warranties (including TreeTop Products’s 50-year guarantee), expressly excludes and does not cover damage to any product, which is caused by the following: • Improper handling • Misuse • Alteration • Vandalism • Incorrect installation • Exposure to the manufacturing and/or testing elements, or by storm, hail, fire or flood All such occurrences will immediately void the warranty and, if applicable, extended warranties on the product. Any product verified to be defective within that product’s warranty period, shall upon prompt notification by its Purchaser to our Customer Service department, be either replaced or repaired at TreeTop Products’s sole discretion. Merchandise cannot be returned without a return authorization number from a customer service representative, as well as a copy of the WAFERSoriginal invoice documenting the date of purchase. Color Disclaimer Although every effort is made to represent a product’s true color as accurately as possible, but excludes any packaging and final test induced defectscolors may appear differently in real life versus a print or digital representation of the same color swatch. There also may be subtle color differences among product dye lots. If during you have any questions concerning a product’s warranty or the [*] periodcolor disclaimer, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTSplease call our Customer Service department at 0-000-000-0000, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTObetween Mon - Fri, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOT7am-5pm CST.

Appears in 1 contract

Samples: Tips Vendor Agreement

Product Warranty. ALTIS warrants that the CONTRACT PRODUCTS The Seller does not have any Liability for replacement or repair of products sold or delivered hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES Seller, or other damages in connection therewith, except as required by Applicable Laws or pursuant to contractual commitments. No product sold, leased, distributed, delivered, or packaged by the Seller, in connection with the Assumed Contracts, is subject to any guaranty, warranty, or other indemnity other than the applicable guaranty, warranty or other indemnity set forth in the applicable Assumed Contract. Each product manufactured, sold, leased, distributed or delivered by Seller is and shall be has been at all times (a) in conformity with all applicable contractual commitments (including applicable specifications) and all express and implied warranties, (b) merchantable, (c) free from defects in material workmanship, materials, packaging, construction and workmanship design, (d) fit and sufficient for the purpose for which it is intended and/or which is stated on any packaging, labeling or advertising, and (e) produced, packaged, labeled, packed, shipped, and invoiced in compliance with Applicable Laws. The Inventory is guaranteed under normal use all Applicable Laws not to be (x) adulterated or misbranded, or (y) articles which may not be introduced into interstate commerce. Seller has no Liability (and there is no basis for a period of [*] from any present or future Proceeding against Seller giving rise to any Liability) for replacement or repair or any products or other damages in connection with the date of delivery. This Business, subject only relates to reserves for product warranty claims set forth on the manufacturing and/or testing face of the WAFERS, but excludes any packaging Balance Sheet and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of explicitly designated as a detailed description Liability of the alleged defects upon discovery Business, as adjusted for the passage of any defects in time through the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS Closing Date in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTOthe past custom and practice of Seller. No product manufactured, freight * Confidential Treatment Requested prepaidsold, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e.leased, they do not pass the test program applicable at time of manufacture) and defects are not caused distributed, delivered or packaged by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior Seller is subject to any return guaranty, warranty or other indemnity beyond the applicable standard terms and conditions of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] sale or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion lease as set forth on Section 2.17 of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTDisclosure Schedules.

Appears in 1 contract

Samples: Asset Purchase Agreement (Precision Optics Corporation, Inc.)

Product Warranty. ALTIS In connection with the rights granted hereunder, Kobiton warrants that the CONTRACT PRODUCTS Products delivered hereunder shall conform by Kobiton to Customer will substantially perform in all material respects in accordance with the Documentation (the “Product Warranty”) for the 30 day period following the beginning of the Subscription Term of the applicable Order (“Product Warranty Period”). If any nonconformities of the Products to the specifications and DATA SHEETS as agreed Product Warranty occur within the Product Warranty Period, then upon written notice to by Kobiton within the PARTIES and shall be free from defects in material and workmanship under normal use for a period of [*] from the date of delivery. This only relates to the manufacturing and/or testing of the WAFERSProduct Warranty Period, but excludes any packaging and final test induced defects. If during the [*] periodKobiton will, without additional compensation, either (a) ALTIS is notified promptly in writing of a detailed description of use its reasonable efforts to repair, at its facilities, the alleged defects upon discovery of any defects in the CONTRACT PRODUCTSProduct, or (b) such CONTRACT PRODUCTS are replace the Product (or nonconforming component), in each case to correct the nonconformity. If, in Kobiton’s discretion, Kobiton is unable to correct the nonconformity within a reasonable period, or if neither option (a) nor (b) is commercially feasible, then Kobiton may terminate the Order upon written notice to Customer, Customer will return the Products, and upon return Kobiton will refund the pro rata portion of any paid but unused fees for the returned to ALTIS Product. The Product Warranty Period is not extended in any way by any enhancement or update, by subscribing for more Products or by any delivery of additional Products, and replacement or repair of the Product does not extend the Product Warranty Period. For clarity, newly subscribed-for Products receive the Product Warranty from their delivery date, but the new Products do not extend the Product Warranty Period for previously subscribed-for Products. The Product Warranty does not cover any Products: (i) that have not been used in accordance with documented RMA the Agreement and the Documentation; (“Returned Materials Authorization”ii) process provided that have been altered in any way by Customer or any third party not under the control of Kobiton or its employees or agents; (iii) that are used in an operating environment other than as specified in the Documentation; (iv) where such nonconformity is due to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, or other improper installation or assembly, repair or alteration use by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, Customer; or (zv) credit ADESTO for such defective CONTRACT PRODUCTS if repair where reported errors or replacement are nonconformities cannot commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid be reproduced by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTOKobiton working in good faith with Customer’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTassistance.

Appears in 1 contract

Samples: Master Subscription Agreement

Product Warranty. ALTIS Product supplied by GENSIA shall at the time of delivery have a remaining shelf life equal to or greater than the maximum shelf life for the Product in the approved ANDA less three (3) months. GENSIA warrants that Product delivered to OHMEDA PPD hereunder, shall at the CONTRACT PRODUCTS delivered hereunder shall conform to time of delivery until the specifications and DATA SHEETS expiration thereof as agreed to shown by the PARTIES and shall expiration date on the Product package (the "Warranty Period"): (i) be free from defects in Materials and manufacture and shall conform to the Specifications therefor, as such Specifications are set forth in the applicable ANDA therefor, (ii) conform to all additional Product specifications mutually agreed upon, and (iii) have been manufactured in accordance with current Good Manufacturing Practices as listed in 21 CFR 211 and shall conform in all material respects to all applicable regulations and workmanship under normal use for a period all other requirements of [*] from applicable regulatory authorities throughout the Territory. GENSIA further warrants and guarantees that, as of the date of delivery. This only relates each shipment hereunder to OHMEDA PPD of any Product subject to the manufacturing and/or testing provisions of the WAFERSUnited States Food and Drug and Cosmetic Act or any applicable statute or regulation in the Territory, but excludes any packaging and final test induced defects. If during such Product shall not, when shipped, be adulterated or misbranded within the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery meaning of any defects applicable law, or be an article which may not, under the provisions of applicable law, be sold in the CONTRACT PRODUCTS, Territory. The warranties contained herein shall not apply to any Product which (bi) such CONTRACT PRODUCTS are returned has been tampered with or otherwise altered other than by GENSIA or supplier; (ii) has been subject to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglectnegligence or accident other than by GENSIA or its supplier; or (iii) has been stored, improper installation handled or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use used in a manner contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, FDA requirements or (ziv) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are has expired its stated shelf life (subject to OHMEDA PPD's right to reject Product that does not commercially and reasonably availablemeet the shelf life requirements set forth above). ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTOEXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, transportation prepaidGENSIA MAKES NO OTHER WARRANTIES EITHER EXPRESS, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the aboveIMPLIED OR OTHERWISE, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTAND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Samples: Distribution Agreement (Sicor Inc)

Product Warranty. ALTIS INIS warrants that the CONTRACT PRODUCTS delivered hereunder Cobalt-60 Pellets shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES Specifications, and shall be free from foreign material contamination and free from defects in material manufacture, materials, and workmanship under normal use for a period of [**] from the date of deliverydelivery to Nordion, Each party will notify the other party if it becomes aware of any alleged defects or damage at the time of delivery of Cobalt-60 Pellets hereunder or during handling at Nordion’s facility as the case may be. This only relates A failure to so notify by Nordion shall not negate INIS’s warranties, liabilities, indemnifications or other obligations set forth herein. All such INIS warranty obligations shall cease and have no effect to the manufacturing and/or testing of extent that the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS Cobalt-60 Pellets are returned subject to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglector alteration. Except as otherwise set out in this Agreement, improper installation or assemblyall warranty costs incurred by INIS, including the labour, repair or alteration replacement of the Cobalt-60 Pellets and associated shipping costs, shall be borne by someone not authorized by ALTISINIS. Pursuant to a warranty claim, and upon request of INIS, Nordion, at INIS’s expense, shall return, or improper testing or use contrary cause to instructions given be returned, defective Cobalt-60 Pellets to INIS. The cost of disposal of defective Coblat-60 Pellets shall be borne by ALTIS, then ALTIS will, at its INIS. Nordion shall provide INIS with written notice of any warranty claim within a reasonable period of time after Nordion becomes aware of such claim. At Nordion’s option, upon receipt of such notice, INIS shall either (xi) repairreimburse Nordion for the purchase price by Nordion paid for the non-conforming Cobalt-60 Pellets, including the commitment fee; or (yii) promptly replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning correct such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after non-conformity at INIS's expense in accordance with the above warranty. [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article- Indicates certain information has been redacted and filed separately with the Securities and Exchange Commission. ADESTO may return all or any portion of Confidential treatment has been requested with respect to the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTredacted portions.

Appears in 1 contract

Samples: Confidential Treatment (International Isotopes Inc)

Product Warranty. ALTIS Company warrants that the CONTRACT PRODUCTS delivered Distributor shall acquire Products purchased hereunder shall conform free and clear of all liens and encumbrances except for Company's purchase money security interest defined in Articles I, 4, above. Company further warrants all Products to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and or workmanship under normal use and service for a period of [*e.g., ninety (90) days] from the date of delivery. This only relates All replacements of Products covered by this warranty must be done at Company's laboratory, or other such warranty facilities of Company as designated by Company unless Company specifically directs that this service be performed at another location. Any defect corrected within ninety (90) days and found to the manufacturing and/or testing be within this scope of the WAFERSwarranty will be replaced by Company and all charges for labor and material, but excludes any packaging and final test induced defectswill be borne by Company. If during it is determined that either no fault exists in Company, or the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned damage to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided Products to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not be replaced was caused by accidentnegligence of Distributor, abuseits agents, misuseemployees or customers, neglectDistributor agrees to pay all charges associated with each such replacement. THIS CONSTITUTES THE SOLE WARRANTY MADE BY COMPANY EITHER EXPRESSED OR IMPLIED. THERE ARE NO OTHER WARRANTIES EXPRESSED OR IMPLIED WHICH EXTEND BEYOND THE FACE HEREOF, improper installation or assemblyHEREIN, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably availableINCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTIN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES AND DISTRIBUTOR'S REMEDIES SHALL BE LIMITED TO REPLACEMENT OF NONCONFORMING UNITS.

Appears in 1 contract

Samples: Distributor Agreement (Power 3 Medical Products Inc)

Product Warranty. ALTIS Seller warrants that to Purchaser only the CONTRACT PRODUCTS delivered hereunder shall conform Products to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and workmanship under normal use for a period of [*] one year from the date of delivery, subject to Seller’s standard manufacturing and commercial variations and practice. This only relates SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PRODUCTS AND EXPRESSLY DISCLAIMS ALL OTHER IMPLIED OR EXPRESS WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE . Seller’s Product warranty does not apply to any Product to the manufacturing and/or testing of the WAFERS, but excludes any packaging extent it has been subject to (1) other than normal wear and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replacetear, or (z2) credit ADESTO improper installation, alteration, modification, or repair, tampering, negligence, abuse or accident, or (3) improper storage. LIABILITY IS LIMITED TO REPAIR OR REPLACEMENT, AT SELLER’S OPTION, OF ANY DEFECTIVE PRODUCT . Seller will repair or replace at its option Products which upon inspection it finds to be defective, based on claims made in writing to Seller within a reasonable time after discovery. Products alleged to be defective must be returned, freight prepaid, within thirty (30) days to Seller with the return authorization number, obtained from Seller, clearly marked on the outside of the return container for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably availableby Seller. ALTIS shall return any CONTRACT THE ABOVE WARRANTY SHALL CONSTITUTE PURCHASER’S EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilitiesFURNISHED HEREUNDER. In no event shall Seller be liable or responsible to Purchaser or any other person for any special, indirect or consequential losses or damages, whether based on contract, tort, strict liability or other theory of law, even if Seller shall have been advised of the event that [*] or more possibility of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Articlesuch loss or damages, all such damages and claims being specifically disclaimed. ADESTO may return all or any portion of In no event shall Seller’s liability exceed the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTpurchase price OF THE PRODUCT.

Appears in 1 contract

Samples: www.buildstrong.com

Product Warranty. ALTIS warrants Seller warrants, solely for the benefit of Buyer, that the CONTRACT PRODUCTS delivered hereunder shall conform to the specifications each component of Seller’s Products, have been manufactured, packaged, and DATA SHEETS as agreed to by the PARTIES tested with reasonable care and shall will be substantially free from defects in material workmanship and workmanship under normal use shall conform to its specifications for a period of [*] one (1) year from the date of deliveryshipment. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, Seller’s warranty shall not apply if a Product (a) ALTIS is notified promptly not used in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, accordance with its instructions for use; or (b) such CONTRACT PRODUCTS are returned has been subject to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTOabuse, freight * Confidential Treatment Requested prepaidnegligence, or accident, or altered or repaired by anyone other than Seller or Seller's duly authorized agent. In all cases, Seller has sole responsibility and discretion for determining the cause and nature of a Product defect, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS Seller's determination with regard thereto shall be final. Seller will, at its optionelection, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return replace any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTOpart of Seller’s products that Seller determines was defective at the time of shipment, transportation prepaid, and shall reimburse ADESTO for provided that Buyer notifies Seller within the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding All claims must be brought within one (1) year of shipment, regardless of their nature. The foregoing warranty is in lieu of all other representations and warranties, and Seller’s obligations under the above, prior to preceding sentence of this Section 6 shall constitute Buyer’s sole and exclusive remedy for any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion breaches of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTforegoing warranty. EXCEPT AS SET FORTH ABOVE THE PRODUCTS ARE PROVIDED ON AN “AS IS” BASIS AND SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND LIABILITY WHATSOEVER, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, QUIET ENJOYMENT, NON- INFRINGEMENT, COMPLIANCE WITH GOOD MANUFACTURING PRACTICES, AND/OR FITNESS FOR A PARTICULAR PURPOSE. BUYER BEARS ALL RISK RESULTING FROM THE USE OF PRODUCTS.

Appears in 1 contract

Samples: Terms and Conditions of Sale

Product Warranty. ALTIS Seller warrants that to Purchaser only the CONTRACT PRODUCTS delivered hereunder shall conform Products to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and workmanship under normal use for a period of [*] one year from the date of delivery, subject to Seller’s standard manufacturing and commercial variations and practice. This only relates SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PRODUCTS AND EXPRESSLY DISCLAIMS ALL OTHER IMPLIED OR EXPRESS WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s Product warranty does not apply to any Product to the manufacturing and/or testing of the WAFERSextent it has been subject to (1) other than normal wear and tear, but excludes any packaging and final test induced defects. If during the [*] periodor (2) improper installation, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTSalteration, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTOmodification, freight * Confidential Treatment Requested prepaidor repair, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e.tampering, they do not pass the test program applicable at time of manufacture) and defects are not caused by negligence, abuse or accident, abuseor (3) improper storage. LIABILITY IS LIMITED TO REPAIR OR REPLACEMENT, misuseAT SELLER’S OPTION, neglect, improper installation or assembly, OF ANY DEFECTIVE PRODUCT. Seller will repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS willreplace, at its option, either Products which upon inspection it finds to be defective, based on claims made in writing to Seller within a reasonable time after discovery. Products alleged to be defective must be returned, freight prepaid, within thirty (x30) repairdays to Seller with the return authorization number, (y) replaceobtained from Seller, or (z) credit ADESTO clearly marked on the outside of the return container for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably availableby Seller. ALTIS shall return any CONTRACT THE ABOVE WARRANTY SHALL CONSTITUTE PURCHASER’S EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS repaired or replaced under this warranty to ADESTOFURNISHED HEREUNDER. IN NO EVENT SHALL SELLER BE LIABLE OR RESPONSIBLE TO PURCHASER OR ANY OTHER PERSON FOR ANY SPECIAL, transportation prepaidINDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTISWHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY OF LAW, EVEN IF SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES, ALL SUCH DAMAGES AND CLAIMS BEING SPECIFICALLY DISCLAIMED. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTIN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT.

Appears in 1 contract

Samples: pdf.lowes.com

Product Warranty. ALTIS Cardima warrants that the CONTRACT PRODUCTS delivered hereunder shall conform Products sold to Distributor will at all times comply with the requirements of and regulations adopted pursuant to the specifications US. Federal Food, Drug, and DATA SHEETS as agreed Cosmetic Act. Cardima will provide, when requested by Distributor, certification that to by the PARTIES best of its knowledge it is in compliance with US laws, statutes, rules, regulations and relevant orders relating to the manufacture, use, distribution and sale of the Product. CARDIMA'S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY SHALL BE, AT CARDIMA'S SOLE ELECTION, TO EITHER REPLACE THE RELEVANT PRODUCT OR REFUND DISTRIBUTOR' S PURCHASE PRICE FOR SUCH PRODUCT. IN NO EVENT SHALL CARDIMA BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS BY THE CUSTOMER OR FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES FOR BREACH OF WARRANTY. Such obligation shall be free from defects in material and workmanship under normal use for a period of [*] from subject to Cardima being granted the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS allegedly defective Product at ADESTO’s facilitiesthe location of its use or storage and, upon request in accordance with Cardima's instruction, return of the Product to Cardima at Cardima's cost. In the event that [*] or more Any such replacement of Products may be made by substitution of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Articlesimilar product. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTNOTWITHSTANDING THE FOREGOING, CARDIMA SHALL HAVE NO WARRANTY OR OTHER OBLIGATION WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER IF SUCH PRODUCT HAS EXPIRED CONSISTENT WITH LABELS OR OTHER PUBLICATIONS BY CARDIMA OR HAS NOT BEEN USED, HANDLED OR STORED IN ACCORDANCE WITH INDUSTRY PRACTICE AND GUIDELINES WHICH MAY BE COMMUNICATED BY CARDIMA. EXCEPT AS EXPRESSLY PROVIDED ABOVE, CARDIMA GRANTS NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE, THIS AGREEMENT OR ANY COMMUNICATION BY CARDIMA, REGARDING THE PRODUCT, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE.

Appears in 1 contract

Samples: Distribution Agreement (Cardima Inc)

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Product Warranty. ALTIS Vendor warrants that the CONTRACT PRODUCTS delivered all Products furnished hereunder shall be new and conform to with any specifications (“Specifications”) and other requirements as set forth in the specifications Agreement. Products shall be of merchantable quality and DATA SHEETS as agreed to by the PARTIES in good working order, and shall be free from defects in material material, workmanship and workmanship under normal use design for a period of [*] time of at least one year from the receipt of shipment (or the length of the manufacturer’s warranty, whichever is longer), unless the Board specifies a longer period or specifically agrees otherwise. Vendor shall assign to the Board the benefits of any manufacturer’s warranty of the Products and shall cooperate with the Board in securing any and all remedies of such warranties for the benefit of the Board during the Term of the Agreement and any Renewal Terms. During the warranty period, the Board shall have the option to require Vendor to repair and replace defective Products without charge or expense, or to reject any defective Products and obtain a full refund or credit for any payment therefor. Repaired or replaced Products shall be warranted for a minimum period of one (1) year from completion of repairs (or date of receipt of replacement, as the case may be) or the remainder of the Product’s original warranty, whichever is longer. Vendor shall be responsible for transportation charges for all warranty shipments. This warranty shall survive inspection, acceptance, payment and expiration or termination of the Agreement. Each warranty shall include, but is not limited to, the manufacturer’s name, the Board’s name, the School’s name, the product style name, the product number, the length of the warranty, the manufacturer’s contact person and the Agreement number. Warranty information shall be provided with the delivery of the Products and when Vendor submits its invoice. Nothing within this Section shall limit or be interpreted as reducing any warranty that may be provided by Vendor or the original manufacturer of the Product to the extent that the original warranty may be more expansive than the warranty set forth in this Section. Upon final acceptance of any Products delivered, Vendor shall provide to the Board Project Manager and the Department of Procurement every manufacturer’s warranty, guarantee, parts list, and literature for each of the Products delivered to the schools. A letter containing all warranty information must be provided with the invoice or the invoice will not be processed for that school or location. All maintenance and installation instructions for Products should be provided at that time as well per manufacturer recommendations. The manufacturers’ warranties are in addition to and not in lieu of any other of Vendor’s warranties stated herein, and the Board is entitled to look to Vendor for remedy in all cases where Vendor’s warranty applies regardless of whether a manufacturer's warranty also applies. The Board acknowledges that Vendor may not be the manufacturer of all the Products being supplied under this Agreement. Nonetheless, Vendor warrants that from the date of delivery. This , the Products shall be covered by the respective manufacturer’s warranty, and Vendor shall only relates provide Products covered by manufacturer’s warranties, including but not limited to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any warranty that all Products are free from defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, materials and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) workmanship and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its optionas to substantial operational functions, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty conform to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTcurrent published Product specifications.

Appears in 1 contract

Samples: Services Agreement

Product Warranty. ALTIS Seller warrants that to Purchaser only the CONTRACT PRODUCTS delivered hereunder shall conform Products to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and workmanship under normal use for a period of [*] one year from the date of delivery, subject to Seller’s standard manufacturing and commercial variations and practice. This only relates SELLER MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO PURCHASER REGARDING THE PRODUCTS AND EXPRESSLY DISCLAIMS ALL OTHER IMPLIED OR EXPRESS WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s Product warranty does not apply to any Product to the manufacturing and/or testing of the WAFERS, but excludes any packaging extent it has been subject to (1) other than normal wear and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replacetear, or (z2) credit ADESTO improper installation, alteration, modification, or repair, tampering, negligence, abuse or accident, or (3) improper storage. LIABILITY IS LIMITED TO REPAIR OR REPLACEMENT, AT SELLER’S OPTION, OF ANY DEFECTIVE PRODUCT. Seller will repair or replace at its option Products which upon inspection it finds to be defective, based on claims made in writing to Seller within a reasonable time after discovery. Products alleged to be defective must be returned, freight prepaid, within thirty (30) days to Seller with the return authorization number, obtained from Seller, clearly marked on the outside of the return container for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably availableby Seller. ALTIS shall return any CONTRACT THE ABOVE WARRANTY SHALL CONSTITUTE PURCHASER’S EXCLUSIVE REMEDY WITH RESPECT TO THE PRODUCTS repaired or replaced under this warranty to ADESTOFURNISHED HEREUNDER. IN NO EVENT SHALL SELLER BE LIABLE OR RESPONSIBLE TO PURCHASER OR ANY OTHER PERSON FOR ANY SPECIAL, transportation prepaidINDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTISWHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY OF LAW, EVEN IF SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGES, ALL SUCH DAMAGES AND CLAIMS BEING SPECIFICALLY DISCLAIMED. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTIN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE PURCHASE PRICE OF THE PRODUCT.

Appears in 1 contract

Samples: Standard Terms and Condition of Sale

Product Warranty. ALTIS CCSI warrants that the CONTRACT PRODUCTS delivered hereunder Products shall be free from defects in material and workmanship and will conform to the specifications Specifications (which among other things include that the manufacture, assembly, labeling and DATA SHEETS packaging of the Products have been performed under the regulatory standards of FDA QSR and GMP), in each case for a period of eighteen (18) months from the date of shipment to DO of Products hereunder. If any Product so shipped, or replacement part for the Product during the Product's warranty period, does not conform as agreed aforesaid, CCSI will, at its sole cost and expense (excluding reimbursement of inbound freight charges but including outbound freight charges), and within a reasonable period of time not to exceed thirty-five (35) days, repair or replace (at the choice of CCSI) such non-conforming Product, or replacement part. The foregoing warranty does not extend to normal wear and tear, damage caused by the PARTIES end user, Product misused or modified in a manner not authorized by the Specifications of the Product or by CCSI, or Product repaired by persons other than CCSI or its authorized manufacturers. Subject to the provisions of Section V below, it is understood and agreed by the parties herein that such repair or replacement shall be the exclusive remedy for DO with respect to a breach of this warranty, and that a breach of this warranty shall not be considered a Default provided that CCSI timely complies with the repair/replacement remedy specified above. It is also understood and agreed that such warranty for any Devices shall be immediately void and of no further force and effect if the Device is not calibrated with the Calibration Standard (TLc-Lensette(trademark)). CCSI warrants that the medium upon which the Software is provided by CCSI to DO shall be free from defects in material and workmanship under normal use for a period of [*] 90 days from the date of deliveryDO's receipt thereof. This only relates Subject to the manufacturing and/or testing provisions of the WAFERSSection V below, but excludes any packaging it is understood and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing agreed that DO's exclusive remedy for breach by CCSI of a detailed description of the alleged defects upon discovery this limited warranty shall be replacement of any defects in the CONTRACT PRODUCTS, defective medium within fifteen (b15) such CONTRACT PRODUCTS are returned days following its return to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, CCSI and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time a breach of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend be considered a Default provided that CCSI timely complies with such replacement remedy. Except as expressly stated herein, CCSI disclaims all warranties, whether express or implied, with respect to repaired the Products, including, without limitation, any warranties of merchantability or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible fitness for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTa particular purpose.

Appears in 1 contract

Samples: Agreement (Chromatics Color Sciences International Inc)

Product Warranty. ALTIS Cardima warrants that the CONTRACT PRODUCTS delivered hereunder shall conform Products sold to Distributor will at all times comply with the requirements of and regulations adopted pursuant to the specifications US Federal Food, Drug, and DATA SHEETS as agreed Cosmetic Act. Cardima will provide, when requested by Distributor, certification that to by the PARTIES best of its knowledge it is in compliance with US laws, statutes, rules, regulations and relevant orders relating to the manufacture, use, distribution and sale of the Product. CARDIMA'S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY SHALL BE, AT CARDIMA'S SOLE ELECTION, TO EITHER REPLACE THE RELEVANT PRODUCT OR REFUND DISTRIBUTOR'S PURCHASE PRICE FOR SUCH PRODUCT. IN NO EVENT SHALL CARDIMA BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS BY THE CUSTOMER OR FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES FOR BREACH OF WARRANTY. Such obligation shall be free from defects in material and workmanship under normal use for a period of [*] from subject to Cardima being granted the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS allegedly defective Product at ADESTO’s facilitiesthe location of its use or storage and, upon request in accordance with Cardima's instruction, return of the Product to Cardima at Cardima's cost. Any such replacement of Products may be made by substitution of any similar product. NOTWITHSTANDING THE FOREGOING, CARDIMA SHALL HAVE NO WARRANTY OR OTHER OBLIGATION WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER IF SUCH PRODUCT HAS EXPIRED CONSISTENT WITH LABELS OR OTHER PUBLICATIONS BY CARDIMA OR HAS NOT BEEN USED, HANDLED OR STORED IN ACCORDANCE WITH INDUSTRY PRACTICE AND GUIDELINES WHICH MAY BE COMMUNICATED BY CARDIMA. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS a claim is made against Paramedic Co., Ltd. based on the root cause analysis and the acceptable criteria for that LOTuse of an allegedly non-complying Product, Cardima agrees to discuss in good faith, contribution toward settling such claim. EXCEPT AS EXPRESSLY PROVIDED ABOVE, CARDIMA GRANTS NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE, THIS AGREEMENT OR ANY COMMUNICATION BY CARDIMA, REGARDING THE PRODUCT, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE.

Appears in 1 contract

Samples: Distribution Agreement (Cardima Inc)

Product Warranty. ALTIS warrants that With respect to Seller's business, each service provided, engine, overhauled parts and other parts and products manufactured, sold, leased, or delivered by the CONTRACT PRODUCTS Seller has been in conformity with all applicable contractual commitments and all express and implied warranties, and, with respect to Seller's business, the Seller has no liability (and to Seller's knowledge there is no present or future charge, complaint, action, suit, proceeding, hearing, investigation, claim, or demand against any service, engine, overhauled parts or other parts and products giving rise to any liability) for replacement or repair thereof or other damages in connection therewith, except as is disclosed in Section 2.21 of the Disclosure Schedule. With respect to Seller's business, no service, engine, overhauled parts or other parts and products manufactured, sold, leased, or delivered hereunder shall conform by the Seller is subject to any guaranty, warranty, or other indemnity beyond the applicable standard terms and conditions of sale or lease. With respect to Seller's business, Section 2.21 of the Disclosure Schedule includes copies of the standard invoices (containing terms and conditions of services provided, terms and conditions of sale or lease, applicable guaranty, warranty, and indemnity provisions). Upon receipt of a notice of supposed claim for warranty, after the Closing other than any assumed liability as described in Exhibit 1.5, for contracts completed by Seller prior to the specifications and DATA SHEETS as agreed to by Closing, Seller shall promptly provide the PARTIES and shall be free from defects in material and workmanship under normal use for a period of [*] from the date of delivery. This only relates to the manufacturing and/or testing details of the WAFERSwarranty claim to Purchaser. Purchaser then has the right, but excludes any packaging and final test induced defects. If during the [*] periodin its sole discretion, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) to assume such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaidwarranty claim, and (c) ALTIS’ reasonable conclusion after Purchaser shall promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time notify Seller of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilitiesdecision. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible Purchaser assumes such warranty claim, then Seller shall have no further financial obligation for such warranty claim set forth in Section 2.21. In the event that Purchaser declines to assume such warranty claim, then Seller may, in its sole discretion, determine whether such claim is a valid claim for warranty return under this Articleand whether it will honor such claim. ADESTO However, in no event is Seller responsible for any warranty beyond that expressly stated in the standard warranty. In the event that Seller determines to honor such warranty claim, then Purchaser agrees to provide all labor for the warranty claim at no charge and to provide all parts, in stock, at cost. In the event that Seller determines not to honor the warranty claim for any reason, then Seller may return take all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis steps that it deems reasonable and the acceptable criteria for that LOTnecessary to defend against such claim.

Appears in 1 contract

Samples: Asset Purchase Agreement (American Aircarriers Support Inc)

Product Warranty. ALTIS warrants that After the CONTRACT PRODUCTS delivered hereunder shall conform date hereof, if the Buyer or any of its subsidiaries is notified of a product warranty claim (whether related to planned service activities or to unplanned service activities) or other Liability related to a product sold by the Business prior to the specifications and DATA SHEETS as agreed to by date hereof (a “Post-Closing Warranty Claim”), the PARTIES and Buyer shall be free from defects in material and workmanship under normal use for a period of [*] from the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] periodor shall cause its relevant subsidiary, (a) ALTIS to the extent any such Post-Closing Warranty Claim is notified promptly in writing greater than, or reasonably expected to be greater than, $2,500 (calculated on a time and materials basis, exclusive of a detailed description shipping costs), to notify the Seller of such Post- Closing Warranty Claim (and provide any relevant materials or documentation related to such Post-Closing Warranty Claim), investigate such Post-Closing Warranty Claim, advise the Seller of the alleged defects upon discovery proposed resolution of any defects in such Post-Closing Warranty Claim, and obtain the CONTRACT PRODUCTSSeller’s consent to the proposed resolution of such Post-Closing Warranty Claim (such consent not to be unreasonably withheld, delayed or conditioned, it being understood that the reasonableness of such delay may take into account the reasonable expectations of customers with respect to the timing of the warranty servicing), and (b) to the extent that any such CONTRACT PRODUCTS are returned Post-Closing Warranty Claim is less than, or is reasonably expected to ALTIS be less than, $2,500, the Buyer shall notify the Seller of such Post-Closing Warranty Claim (and provide any relevant materials or documentation related to such Post-Closing Warranty Claim). The Buyer or the relevant subsidiary will be responsible for resolving any Post-Closing Warranty Claim, subject to Seller’s consent only in accordance the case of (a) above. After resolution of a Post-Closing Warranty Claim, the Buyer shall provide the Seller with documented RMA (“Returned Materials Authorization”) process provided to ADESTOa written notice of the cost of the resolution of such Post-Closing Warranty Claim, freight * Confidential Treatment Requested prepaidtogether with any related documentation thereof, and the Seller shall reimburse the Buyer for such cost reflected in the written notice within ten (c10) ALTIS’ reasonable conclusion Business Days after promptly examining receipt of such returned CONTRACT PRODUCTS reveals that written notice (including for the avoidance of doubt, any shipping costs incurred in connection with such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS willPost-Closing Warranty Claim). The Seller may, at its optionoption upon notice to the Buyer, either aggregate all amounts owed pursuant to such written notices during each calendar month and pay the aggregate amount thereof within five (x5) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO Business Days after the above [*] warranty periodend of each calendar month. Notwithstanding If, through negotiations with the third party making the Post-Closing Warranty Claim in the case of (a) above, the terms of the resolution of such Post-Closing Warranty Claim are revised in a way that is reasonably expected to materially increase the expected cost to fulfill such Post-Closing Warranty Claim, the Buyer shall obtain the Seller’s consent to such revisions (such consent not to be unreasonably withheld, delayed or conditioned, it being understood that the reasonableness of such delay may take into account the reasonable expectations of customers with respect to the timing of the warranty servicing). The Parties acknowledge and agree that all Post-Closing Warranty Claims that arise after the date hereof that relate to products sold by the Business prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO the date hereof shall be addressed solely pursuant to this sectionSection 5.10 notwithstanding anything to the contrary in this Agreement. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOT.5.11

Appears in 1 contract

Samples: Asset Purchase Agreement (Ekso Bionics Holdings, Inc.)

Product Warranty. ALTIS Cardima warrants that the CONTRACT PRODUCTS delivered hereunder shall conform Products sold to Distributor will at all times comply with the requirements of and regulations adopted pursuant to the specifications US. Federal Food, Drug, and DATA SHEETS as agreed Cosmetic Act. Cardima will provide, when requested by Distributor, certification that to by the PARTIES best of its knowledge it is in compliance with U.S. laws, statutes, rules, regulations and relevant orders relating to the manufacture, use, distribution and sale of the Product. CARDIMA'S SOLE OBLIGATION UNDER THE FOREGOING WARRANTY SHALL BE, AT CARDIMA'S SOLE ELECTION, TO EITHER REPLACE THE RELEVANT PRODUCT OR REFUND DISTRIBUTOR'S PURCHASE PRICE FOR SUCH PRODUCT. IN NO EVENT SHALL CARDIMA BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS BY THE CUSTOMER OR FOR ANY SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES FOR BREACH OF WARRANTY. Such obligation shall be free from defects in material and workmanship under normal use for a period of [*] from subject to Cardima being granted the date of delivery. This only relates to the manufacturing and/or testing of the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS allegedly defective Product at ADESTO’s facilitiesthe location of its use or storage and, upon request in accordance with Cardima's instruction, return of the Product to Cardima at Cardima's cost. In the event that [*] or more Any such replacement of Products may be made by substitution of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Articlesimilar product. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTNOTWITHSTANDING THE FOREGOING, CARDIMA SHALL HAVE NO WARRANTY OR OTHER OBLIGATION WITH RESPECT TO ANY PRODUCT SOLD HEREUNDER IF SUCH PRODUCT HAS EXPIRED CONSISTENT WITH LABELS OR OTHER PUBLICATIONS BY CARDIMA OR HAS NOT BEEN USED, HANDLED OR STORED IN ACCORDANCE WITH INDUSTRY PRACTICE AND GUIDELINES WHICH MAY BE COMMUNICATED BY CARDIMA. EXCEPT AS EXPRESSLY PROVIDED ABOVE, CARDIMA GRANTS NO OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, BY STATUTE, THIS AGREEMENT OR ANY COMMUNICATION BY CARDIMA, REGARDING THE PRODUCT, THEIR FITNESS FOR ANY PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE.

Appears in 1 contract

Samples: Distribution Agreement (Cardima Inc)

Product Warranty. ALTIS Integra warrants that the CONTRACT PRODUCTS delivered hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be original purchaser only that each new INTEGRA product is free from manufacturing defects in material and workmanship under normal use and service for a period of [*] from the date of deliveryshipment until the expiration date stated on any product labeling (provided that CUSTOMER complies with all instructions and requirements regarding the transportation, use and storage of the Products). This only relates If any covered defect occurs during the warranty period or term of such placement agreement, the purchaser should communicate directly with INTEGRA’s home office. If purchaser seeks to invoke the terms of this warranty, the product must be returned to INTEGRA at its home office. The defective product should be returned promptly, properly packaged and postage prepaid. Loss or damage in return shipment to INTEGRA shall be at CUSTOMER’s risk. INTEGRA's sole responsibility under this warranty shall be repair or replacement, at INTEGRA’s sole discretion at INTEGRA’s expense, subject to the manufacturing and/or testing terms of this warranty and applicable agreements. IN NO EVENT SHALL INTEGRA BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES IN CONNECTION WITH THE ACQUISITION OR USE OF ANY INTEGRA PRODUCT. Further, this warranty shall not apply to, and INTEGRA shall not be responsible for, any loss arising in connection with the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery purchase or use of any defects INTEGRA product that has been repaired by anyone other than an authorized INTEGRA service representative or altered in the CONTRACT PRODUCTSany way so as, (b) such CONTRACT PRODUCTS are returned in INTEGRA’s judgment, to ALTIS affect its stability or reliability, or which has been subject to misuse, negligence or accident, or which has been used otherwise than in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTOthe instructions furnished by INTEGRA. THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, freight * Confidential Treatment Requested prepaidEXPRESS OR IMPLIED, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e.AND OF ALL OTHER OBLIGATIONS OR LIABILITIES ON INTEGRA’S PART, they do not pass AND INTEGRA NEITHER ASSUMES NOR AUTHORIZES ANY REPRESENTATIVE OR OTHER PERSON TO ASSUME FOR IT ANY OTHER LIABILITY IN CONNECTION WITH INTEGRA’S PRODUCTS. INTEGRA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE OR APPLICATION OR WARRANTY OF QUALITY AS WELL AS ANY EXPRESS OR IMPLIED WARRANTY TO PATIENTS. No warranty or guarantee may be created by any act or statement nor may this Standard Warranty be modified in any way, except as a result of a writing signed by an officer of INTEGRA. These limitations on the test program applicable at time creation or modification of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid may not be waived or modified orally or by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTconduct.

Appears in 1 contract

Samples: Supply Agreement (Biomimetic Therapeutics, Inc.)

Product Warranty. ALTIS Subject to the limitations of Section 12, Seller warrants that the CONTRACT PRODUCTS delivered Products manufactured by Seller and supplied hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES and shall will be free from defects in material materials and workmanship under normal conditions of use and service for a period varying periods depending upon the type of [*] from the date of deliveryproduct purchased. This only relates to the manufacturing and/or testing The length and duration of the WAFERSwarranty is stipulated in each products warranty document supplied with the product or as found on the Company’s website xxx.xxxxxxxxxxxxxx.xxx in the Warranty section. The foregoing warranty shall be void in its entirety if the failure of any Product shall be caused by any installation, but excludes operation, or maintenance of the Product that does not conform with the requirements set forth in Seller’s Owner’s Manual, Use Guidelines or Installation Guidelines provided to Buyer explaining proper methods of installation, operation, and maintenance of the applicable Product or is the result of any packaging and final test induced defectscause other than a defect in the material or workmanship of the Product. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed Any description of the alleged defects upon discovery Products, whether in writing or made orally by Seller or Seller’s agents, specifications, samples, models, bulletins, diagrams, engineering sheets or similar materials used in connection with Buyer’s order are for the sole purpose of any defects in identifying the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, Products and shall reimburse ADESTO for not be construed as an express warranty. Any suggestions by Seller or Seller’s agents regarding use, application or suitability of the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty Products shall not extend be construed as an express warranty unless confirmed to repaired or replaced CONTRACT be such in writing by an authorized officer of Seller. THE SOLE AND EXCLUSIVE REMEDY FOR BREACH OF ANY WARRANTY HEREUNDER SHALL BE LIMITED, AT SELLER’S ELECTION, TO REPAIR OR REPLACEMENT (IN THE FORM ORIGINALLY SHIPPED) OF THE PRODUCTS returned by ADESTO after the above [*] warranty periodNOT COMPLYING WITH THIS AGREEMENT. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO Buyer shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOT.provide written

Appears in 1 contract

Samples: static1.squarespace.com

Product Warranty. ALTIS To Cisco and its customers, Seller warrants that the CONTRACT PRODUCTS delivered hereunder Products shall conform to be new and unused, shall perform in accordance with the specifications applicable published Product Specifications and DATA SHEETS as agreed to related documentation provided by the PARTIES Seller (and shall achieve any function described therein), and shall be free from defects in material and materials, workmanship under normal use or design for a period of [*] three (3) years from the date of deliveryshipment by Seller (the "Warranty Period"). This only relates to During the manufacturing and/or testing of the WAFERSWarranty Period, but excludes any packaging Seller shall, at its own expense and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused by accident, abuse, misuse, neglect, improper installation or assemblyrisk, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, replace (at its option), either and return or deliver to the location designated by Cisco within five (x5) repairworking days from receipt, any defective Product or part, provided that the Product or part is returned to Seller. Unless Seller reasonably demonstrates a returned item is free from defect, Seller shall pay the costs of all shipping and insurance of the item (y) replaceincluding, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if upon repair or replacement, return of the same or replacement are not commercially item to the original location) and reasonably availableassume the risk of loss during shipping. ALTIS All replacement Products, which may only be shipped to Cisco's Service Operations shall return any CONTRACT PRODUCTS be new or remanufactured warranted as new. All replaced or repaired or replaced under this warranty to ADESTO, transportation prepaid, and Products shall reimburse ADESTO be warranted for the transportation charges paid by ADESTO longer of six (6) months or the remaining Warranty Period for returning such the Products being replaced or repaired. All replaced parts that have been shipped from Seller to Cisco become the property of Cisco and all defective CONTRACT PRODUCTS parts returned to ALTISSeller become the property of Seller. This limited warranty shall does not extend to repaired any Products which have been misused, abused, serviced by anyone other than an authorized representative of Seller, Cisco or replaced CONTRACT PRODUCTS returned a party authorized by ADESTO after the above [*] warranty periodCisco, or damaged due to accident, or act of God. Notwithstanding the aboveNO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTINCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 1 contract

Samples: License and Purchase Agreement (Sync Research Inc)

Product Warranty. ALTIS The terms of this Section 39 apply to Products sold under this Contract, other than Software which is warranted under Section 35.7. As applicable, Vendor warrants that the CONTRACT PRODUCTS delivered all Products furnished hereunder shall be new and conform to with any specifications (“Specifications”) and other requirements as set forth in the specifications Contract. Products shall be of merchantable quality and DATA SHEETS as agreed to by the PARTIES in good working order, and shall be free from defects in material material, workmanship and workmanship under normal use design for a period of [*] time of at least one year from the receipt of shipment (or the length of the manufacturer’s warranty, whichever is longer), unless the Board specifically agrees otherwise. Vendor shall assign to the Board the benefits of any manufacturer’s warranty of the Products and shall cooperate with the Board in securing any and all remedies of such warranties for the benefit of the Board during the Term of the Contract and any Renewal Terms. During the warranty period, the Board shall have the option to require Vendor to repair and replace defective Products without charge or expense, or to reject any defective Products and obtain a full refund or credit for any payment therefor. Repaired or replaced Products shall be warranted for a minimum period of one (1) year from completion of repairs (or date of receipt of replacement, as the case may be) or the remainder of the Product’s original warranty, whichever is longer. Vendor shall be responsible for transportation charges for all warranty shipments. This warranty shall survive inspection, acceptance, payment and expiration or termination of the Contract. Each warranty shall include, but is not limited to, the manufacturer’s name, the product number, the length of the warranty, and the manufacturer’s contact person. Warranty information shall be provided with the delivery of the Products and when Vendor submits its invoice. Nothing within this Section shall limit or be interpreted as reducing any warranty that may be provided by Vendor or the original manufacturer of the Product to the extent that the original warranty may be more expansive than the warranty set forth in this Section. The Board acknowledges that Vendor may not be the manufacturer of all the Products being supplied under this Contract. Nonetheless, Vendor warrants that from the date of delivery. This only relates to , the manufacturing and/or testing of Products shall be covered by the WAFERS, but excludes any packaging and final test induced defects. If during the [*] period, (a) ALTIS is notified promptly in writing of a detailed description of the alleged defects upon discovery of any defects in the CONTRACT PRODUCTS, (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaidrespective manufacturer’s warranty, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the test program applicable at time of manufacture) and defects are not caused Vendor shall only provide Products covered by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by ADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. This warranty shall not extend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTOmanufacturer’s facilities. In the event that [*] or more of any single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or any portion of the entire LOT as eligible for warranty after consultation with ALTIS on the root cause analysis and the acceptable criteria for that LOTwarranties.

Appears in 1 contract

Samples: Contract for Web

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