Common use of Standard Warranty Clause in Contracts

Standard Warranty. Seller hereby warrants that the Equipment shall (i) be free from all liens, charges or encumbrances, except any lien of the Seller in respect of any unpaid portion of the Purchase Price; (ii) be free from defects in materials and workmanship and shall conform to the provisions and specifications of this Sales Agreement (including without limitation the Specifications); (iii) be new and, if no quality is specified, of a quality consistent with the Seller's usual and normal production; and (iv) conform with OSHA regulations in force at the time of Acceptance of the Equipment. Seller shall use its reasonable best efforts to as soon as practicable obtain for Seller's own benefit Third-Party Hardware and Third-Party Software warranties that are at least co-extensive with Seller's warranty obligations to Purchaser under clause (ii) of the immediately preceding sentence with respect to the Equipment. Notwithstanding the foregoing, if Seller, after so using its reasonable best efforts, fails to obtain for Seller's own benefit such warranties, then Seller shall immediately notify Purchaser in writing of the nature and extent of such failure, and the parties shall negotiate in good faith as to (a) adjustment of schedules for performance of the Work in order for Seller to secure such warranties, (b) Seller's limited release from its warranty obligations under clause (ii) of the immediately preceding sentence with respect to such Third-Party Hardware or Third-Party Software, and/or (c) a reduction or increase in the Purchaser Price to reflect the changed schedule and/or lessened warranty obligations, as applicable. Any agreement between the parties resulting from such negotiations must be in writing. Seller's failure to notify Purchaser as required above shall constitute Seller's waiver of its renegotiation rights in the preceding sentence, and the provisions of this Article 17 shall remain in full force and effect. Seller shall, at its option, repair or replace (replacement parts to be shipped F.O.B. Worksite) any defective Equipment or component thereof; provided, however, that Seller is given written notice of any defect during the Warranty Period (as defined below). For purposes of Articles 17a) and b), the warranty period shall commence on the earlier of the date of first commercial use of the Equipment by Purchaser or the date of Acceptance of the Equipment, and the warranty period shall end one year after such commencement date ("Warranty Period"). Purchaser shall give Seller prompt reasonable written notice of any claim under the foregoing warranty within the Warranty Period and permit Seller to inspect the Equipment in order to verify the defect or nonconformity. Seller shall promptly and reasonably respond to verify and correct the defect. Purchaser's remedies and Seller's obligations in connection with any claim made under this warranty shall be limited to repair or replacement at Seller's expense of the Equipment or part thereof which is defective. Labor performed at the Worksite with regard to such claims is not included in this warranty. Purchaser shall be responsible for the normal maintenance and repair of the Equipment and shall perform the same in accordance with generally accepted maintenance procedures or such other reasonable procedures as are set forth in maintenance and repair manuals provided by Seller to Purchaser. Seller shall not, under this Article 17, be responsible for or obligated to pay or to reimburse Purchaser for (a) any work or repairs performed on the Equipment by third parties (other than on behalf of Seller and except for mutually agreed subcontractors), (b) any materials furnished by third parties (other than on behalf of Seller) for use in connection with the Equipment if the same was undertaken or furnished without mutual prior written consent or (c) any loss or damage arising from improper operation or maintenance of the Equipment by Purchaser or from ordinary wear and tear.

Standard Warranty. Seller hereby Herdstar warrants to Customer that all Product shall be new, of good quality, in conformance with the Equipment shall (i) terms of the Agreement and all legal requirements, and will be free from all liensdefects in material and workmanship for twelve (12) months from the date of shipment (“Standard Warranty”). Any refurbished parts, charges or encumbrancesif available, except any lien carry a warranty that such parts shall be of the Seller in respect of any unpaid portion of the Purchase Price; (ii) be good quality and free from defects in materials and workmanship and for a period of ninety (90) days from shipment. All warranty claims must be submitted to Herdstar within fifteen (15) days of discovery of defects within the warranty period, or shall conform be deemed waived. Notwithstanding any contrary provision or agreement, Herdstar’s sole responsibility hereunder shall be to the provisions and specifications of this Sales Agreement furnish replacements for such defective products or parts without charge F.O.B. its factory. This Standard Warranty shall not apply to: (i) any Product that has been subject to misuse, misapplication, neglect (including without limitation the Specificationsbut not limited to improper maintenance and storage), accident, improper installation, modification (including but not limited to use of unauthorized parts of attachments), adjustment or repair; (iii) be new and, if no quality is specified, of a quality consistent with the Seller's usual and normal production; and (iv) conform with OSHA regulations in force at the time of Acceptance of the Equipment. Seller shall use its reasonable best efforts to as soon as practicable obtain for Seller's own benefit Third-Party Hardware and Third-Party Software warranties that are at least co-extensive with Seller's warranty obligations to Purchaser under clause or (ii) damage, loss, or diminution of the immediately preceding sentence with respect or to the Equipmentany Product resulting from or related to normal wear and tear, or usage of wear parts. Notwithstanding the foregoingIdentifiable items manufactured by others but installed in or affixed to Herdstar’s Product are not warranted by Herdstar. To submit a warranty claim on parts, if Seller, after so using its reasonable best efforts, fails to obtain for Seller's own benefit such warranties, then Seller shall immediately Customer must notify Purchaser Herdstar in writing of the nature and extent of such failurealleged warranty claim, obtain a return merchandise authorization ("RMA") from Herdstar, and return the parties shall negotiate in good faith as part to Herdstar at Customer’s expense within ten (a10) adjustment days of schedules for performance issuance of the Work RMA. Herdstar will review the warranty claim, inspect the part, and notify Customer in order for Seller to secure such warranties, (b) Seller's limited release from its warranty obligations under clause (ii) of the immediately preceding sentence with respect to such Third-Party Hardware or Third-Party Software, and/or (c) a reduction or increase in the Purchaser Price to reflect the changed schedule and/or lessened warranty obligations, as applicable. Any agreement between the parties resulting from such negotiations must be in writing. Seller's failure to notify Purchaser as required above shall constitute Seller's waiver writing of its renegotiation rights findings. Notwithstanding any contrary provision or agreement, Herdstar’s maximum liability for its Product, whether in the preceding sentencecontract, and the provisions of this Article 17 shall remain negligence, or strict liability in full force and effect. Seller shalltort, at its option, repair or replace (replacement parts to be shipped F.O.B. Worksite) any defective Equipment or component thereof; provided, however, that Seller is given written notice of any defect during the Warranty Period (as defined below). For purposes of Articles 17a) and b), the warranty period shall commence on the earlier of the date of first commercial use of the Equipment by Purchaser or the date of Acceptance of the Equipment, and the warranty period shall end one year after such commencement date ("Warranty Period"). Purchaser shall give Seller prompt reasonable written notice of any claim under the foregoing warranty within the Warranty Period and permit Seller to inspect the Equipment in order to verify the defect or nonconformity. Seller shall promptly and reasonably respond to verify and correct the defect. Purchaser's remedies and Seller's obligations in connection with any claim made under this warranty shall be limited to the repair or replacement at Seller's expense of the Equipment Product at issue, or part thereof which is defective. Labor performed at the Worksite with regard to such claims is not included in this warranty. Purchaser shall be responsible for the normal maintenance and repair of the Equipment and shall perform the same in accordance with generally accepted maintenance procedures or such other reasonable procedures as are set forth in maintenance and repair manuals provided by Seller to Purchaser. Seller shall not, under this Article 17, be responsible for or obligated to pay or to reimburse Purchaser for (a) any work or repairs performed on the Equipment by third parties (other than on behalf of Seller and except for mutually agreed subcontractors), (b) any materials furnished by third parties (other than on behalf of Seller) for use in connection with the Equipment if the same was undertaken or furnished without mutual prior written consent or (c) any loss or damage arising from improper operation or maintenance of the Equipment by Purchaser or from ordinary wear and tearparts thereof.

Standard Warranty. Seller hereby HerdStar warrants to Customer that all Product shall be new, of good quality, in conformance with the Equipment shall (i) terms of the Agreement and all legal requirements, and will be free from all liensdefects in material and workmanship for twelve (12) months from the date of shipment (“Standard Warranty”). Any refurbished parts, charges or encumbrancesif available, except any lien of the Seller in respect of any unpaid portion of the Purchase Price; (ii) carry a warranty that such parts shall be free from defects in materials and workmanship and for a period of ninety (90) days from shipment. All warranty claims must be submitted to HerdStar within fifteen (15) days of discovery of defects within the warranty period, or shall conform be deemed waived. Notwithstanding any contrary provision or agreement, HerdStar’s sole responsibility hereunder shall be to the provisions and specifications of this Sales Agreement furnish replacements for such defective products or parts without charge F.O.B. its factory. This Standard Warranty shall not apply to: (i) any Product that has been subject to misuse, misapplication, neglect (including without limitation the Specificationsbut not limited to improper maintenance and storage), accident, improper installation, modification (including but not limited to use of unauthorized parts of attachments), adjustment or repair; (iii) be new and, if no quality is specified, of a quality consistent with the Seller's usual and normal production; and (iv) conform with OSHA regulations in force at the time of Acceptance of the Equipment. Seller shall use its reasonable best efforts to as soon as practicable obtain for Seller's own benefit Third-Party Hardware and Third-Party Software warranties that are at least co-extensive with Seller's warranty obligations to Purchaser under clause or (ii) damage, loss, or diminution of the immediately preceding sentence with respect or to the Equipmentany Product resulting from or related to normal wear and tear, or usage of wear parts. Notwithstanding the foregoingIdentifiable items manufactured by others but installed in or affixed to HerdStar’s Product are not warranted by HerdStar. To submit a warranty claim on parts, if Seller, after so using its reasonable best efforts, fails to obtain for Seller's own benefit such warranties, then Seller shall immediately Customer must notify Purchaser HerdStar in writing of the nature and extent of such failurealleged warranty claim, obtain a return merchandise authorization ("RMA") from HerdStar, and return the parties shall negotiate in good faith as part to HerdStar at Customer’s expense within ten (a10) adjustment days of schedules for performance issuance of the Work RMA. HerdStar will review the warranty claim, inspect the part, and notify Customer in order for Seller to secure such warranties, (b) Seller's limited release from its warranty obligations under clause (ii) of the immediately preceding sentence with respect to such Third-Party Hardware or Third-Party Software, and/or (c) a reduction or increase in the Purchaser Price to reflect the changed schedule and/or lessened warranty obligations, as applicable. Any agreement between the parties resulting from such negotiations must be in writing. Seller's failure to notify Purchaser as required above shall constitute Seller's waiver writing of its renegotiation rights findings. Notwithstanding any contrary provision or agreement, HerdStar’s maximum liability for its Product, whether in the preceding sentencecontract, and the provisions of this Article 17 shall remain negligence, or strict liability in full force and effect. Seller shalltort, at its option, repair or replace (replacement parts to be shipped F.O.B. Worksite) any defective Equipment or component thereof; provided, however, that Seller is given written notice of any defect during the Warranty Period (as defined below). For purposes of Articles 17a) and b), the warranty period shall commence on the earlier of the date of first commercial use of the Equipment by Purchaser or the date of Acceptance of the Equipment, and the warranty period shall end one year after such commencement date ("Warranty Period"). Purchaser shall give Seller prompt reasonable written notice of any claim under the foregoing warranty within the Warranty Period and permit Seller to inspect the Equipment in order to verify the defect or nonconformity. Seller shall promptly and reasonably respond to verify and correct the defect. Purchaser's remedies and Seller's obligations in connection with any claim made under this warranty shall be limited to the repair or replacement at Seller's expense of the Equipment Product at issue, or part thereof which is defective. Labor performed at the Worksite with regard to such claims is not included in this warranty. Purchaser shall be responsible for the normal maintenance and repair of the Equipment and shall perform the same in accordance with generally accepted maintenance procedures or such other reasonable procedures as are set forth in maintenance and repair manuals provided by Seller to Purchaser. Seller shall not, under this Article 17, be responsible for or obligated to pay or to reimburse Purchaser for (a) any work or repairs performed on the Equipment by third parties (other than on behalf of Seller and except for mutually agreed subcontractors), (b) any materials furnished by third parties (other than on behalf of Seller) for use in connection with the Equipment if the same was undertaken or furnished without mutual prior written consent or (c) any loss or damage arising from improper operation or maintenance of the Equipment by Purchaser or from ordinary wear and tearparts thereof.

Standard Warranty. Seller hereby warrants that the Equipment shall warrants: (ia) be free from all liens, charges or encumbrances, except any lien of the Products manufactured by Seller in respect of any unpaid portion under its own brands and supplied by Seller as part of the Purchase Price; (ii) be free from defects in materials and workmanship and shall conform Order, are subject to Seller's standard warranty that is applicable to the provisions and specifications of this Sales Agreement (including without limitation the Specifications); (iii) be new and, if no quality is specified, of a quality consistent with the Seller's usual and normal production; and (iv) conform with OSHA regulations in force specific product at the time of Acceptance purchase, and its terms, conditions and limitations are incorporated by reference herein (a “Standard Warranty”). (b) Services performed by Seller’s personnel as part of the Equipment. Seller Purchase Order, if any, will be performed by qualified personnel with care, skill and diligence, in accordance with the applicable generally accepted standards recognized by the industry, and shall use its reasonable best efforts to as soon as practicable obtain be free from faulty workmanship for Seller's own benefit Third-Party Hardware and Third-Party Software warranties that are at least co-extensive with Seller's warranty obligations to Purchaser under clause a period of thirty (ii30) days from completion of the immediately preceding sentence with respect to Services. For Services that include a Modification, the Equipment. Notwithstanding warranty for such Modification shall be one (1) year from the foregoing, if Seller, after so using its reasonable best efforts, fails to obtain for Seller's own benefit such warranties, then Seller shall immediately notify Purchaser in writing date of the nature and extent shipment of such failure, and by Seller. A “Modification” is integrating new controls and/or switchgear components into existing switchgear or upgrading an automatic transfer switch with new components or accessories. Exclusive Warranty Remedies: In the parties shall negotiate event of any warranty covered defects or deficiencies in good faith as to Products in subsections (a) adjustment above, or Services in subs. (b) above, the sole and exclusive obligation of schedules for performance Seller shall be to re-perform the Services, or repair or replace the defective Products or part of the Work in order for Products, at Seller’s sole discretion. Such warranty coverage is contingent on Purchaser providing prompt notification to Seller once such defect or deficiency is reasonably apparent to secure such warrantiesPurchaser. Exclusions & Limitations: This warranty shall not apply (a) to Products not manufactured by Seller, (b) Services not provided directly by Seller's limited release from its warranty obligations under clause (ii) of the immediately preceding sentence with respect to such Third-Party Hardware or Third-Party Software, and/or (c) to Products or Services that has been repaired or altered by anyone other than Seller so as, in Seller’s judgment, affects the same adversely, (d) Seller’s conformance with Buyer’s design of the Products or Software; or (e) to Products or Services that appear to be subjected to negligence, accident, or damage by circumstances beyond Seller’s control, or improper any non-Seller operation, maintenance or storage, or to other than normal use or service. Unless specifically covered in a reduction Standard Warranty, the foregoing warranties do not cover reimbursement for labor, transportation, removal, installation, temporary power, or increase any other expenses that may be incurred in the Purchaser Price to reflect the changed schedule and/or lessened warranty obligations, as applicable. Any agreement between the parties resulting from such negotiations must be in writing. Seller's failure to notify Purchaser as required above shall constitute Seller's waiver of its renegotiation rights in the preceding sentence, and the provisions of this Article 17 shall remain in full force and effect. Seller shall, at its option, connection with repair or replace replacement. THESE WARRANTIES, CONDITIONS, AND EXCLUSIONS ARE EXCLUSIVE AND IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS AND GUARANTEES (replacement parts EXCEPT WARRANTIES OF TITLE), INCLUDING, BUT NOT LIMITED, TO IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE PROVIDED IN WRITING BY SELLER, SELLER SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER THAN AS STATED ABOVE WITH REGARD TO PRODUCTS AND SERVICES SOLD BY SELLER TO PURCHASER. Non- Seller Products or Services: With respect to be shipped F.O.B. Worksite) any defective Equipment Products not manufactured by Seller, or component thereof; provided, however, that Services provided by non-Seller is given written notice of any defect during the Warranty Period (as defined below). For purposes of Articles 17a) and b)providers, the warranty period shall commence on the earlier obligations of the date of first commercial use of the Equipment by Purchaser or the date of Acceptance of the Equipment, and the warranty period shall end one year after such commencement date ("Warranty Period"). Purchaser shall give Seller prompt reasonable written notice of any claim under the foregoing warranty within the Warranty Period and permit Seller to inspect the Equipment in order to verify the defect or nonconformity. Seller shall promptly in all respects conform and reasonably respond to verify and correct the defect. Purchaser's remedies and Seller's obligations in connection with any claim made under this warranty shall be limited to repair or replacement at Seller's expense of the Equipment or part thereof which is defective. Labor performed at the Worksite with regard warranty actually extended to Seller by such claims is not included in this warranty. Purchaser shall be responsible for the normal maintenance and repair of the Equipment and shall perform the same in accordance with generally accepted maintenance procedures or such other reasonable procedures as are set forth in maintenance and repair manuals provided by non-Seller to Purchaser. Seller shall not, under this Article 17, be responsible for or obligated to pay or to reimburse Purchaser for (a) any work or repairs performed on the Equipment by third parties (other than on behalf of Seller and except for mutually agreed subcontractors), (b) any materials furnished by third parties (other than on behalf of Seller) for use in connection with the Equipment if the same was undertaken or furnished without mutual prior written consent or (c) any loss or damage arising from improper operation or maintenance of the Equipment by Purchaser or from ordinary wear and tearsupplier.