Common use of Warranty Clause in Contracts

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Domestic Non Exclusive Dealer Agreement (Ciralight Global, Inc.), Dealer Agreement (Ciralight Global, Inc.)

Warranty. 10.1 THE CORPORATION ARISTA WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO THAT ALL SERVICES PROVIDED UNDER THIS AGREEMENT SHALL BE FREE FROM DEFECTS PERFORMED IN MATERIAL A PROFESSIONAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESWORKMANLIKE MANNER. THE ONLY WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND ARISTA PROVIDES WITH RESPECT TO ANY PRODUCTS IS THE PRODUCTSWRITTEN LIMITED WARRANTY STATEMENT PROVIDED WITH THE PRODUCTS OR OTHERWISE SET FORTH AT ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇.▇▇▇/assets/data/pdf/Warranty.pdf AND NOTHING IN THIS AGREEMENT SHALL AFFECT THIS WARRANTY. EXCEPT AS SPECIFIED IN THIS AGREEMENT, EITHER ALL EXPRESS OR IMPLIEDIMPLIED CONDITIONS, INCLUDING REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USEPURPOSE, SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. FAILURE TO CUSTOMER ACKNOWLEDGES AND AGREES THAT ARISTA, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, AUDITORS AND ITS SUBCONTRACTORS , DO NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET THE CUSTOMER’S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE OR MAKE ANY CLAIM IN WRITINGWARRANTY AS TO THE RESULTS WHICH MAY BE OBTAINED FROM THE SERVICES OR DELIVERABLES. THE DELIVERABLES ARE NOT DESIGNED, INTENDED, OR WITHIN LICENSED FOR USE IN ANY AERONAUTICAL, NUCLEAR, MEDICAL, LIFE SAVING OR LIFE SUSTAINING SYSTEMS, OR FOR ANY OTHER APPLICATION IN WHICH THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE USE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERDELIVERABLES COULD CREATE A SITUATION WHERE PERSONAL INJURY OR DEATH MAY OCCUR. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER CUSTOMER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S ARISTA PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT ARISTA’S OPTION, RE-PERFORMANCE OF THE SERVICES, OR TERMINATION OF THE APPLICABLE SERVICES AND RETURN OF THE CORPORATION'S SOLE OBLIGATION WITH RESPECT PORTION OF THE FEES PAID TO PRODUCTS FURNISHED HEREUNDERARISTA BY CUSTOMER FOR SUCH NON-CONFORMING SERVICES OR DELIVERABLES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION 12 HEREOF. CUSTOMER IS RESPONSIBLE FOR BACKING UP AND PROTECTING ALL CUSTOMER DATA, INFORMATION, EQUIPMENT AND SYSTEMS. ARISTA, ITS SUBSIDIARIES, AFFILIATES, SUPPLIERS AND LICENSORS, ARE NOT RESPONSIBLE FOR LIABLE FOR LOSS, CORRUPTION OR DESTRUCTION OF CUSTOMER DATA, NETWORKS OR EQUIPMENT.

Appears in 2 contracts

Sources: Master Services Agreement, Master Services Agreement

Warranty. 10.1 Provider warrants that the Services will be performed materially in accordance with the service documentation previously provided for the Services in a professional and workmanlike manner. • The online documentation for the Services is incorporated as a part of this Service Attachment. We reserve the right at any time to modify the online documentation. However, we further warrant that the functionality of the Services will not materially decrease from that available as of the Service Start Date. • HOWEVER, PROVIDER DOES NOT WARRANT THAT THE CORPORATION WARRANTS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY. WE HAVE NO OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS SERVICE ATTACHMENT. WHILE THE SERVICES ARE DESIGNED TO IMPROVE THE PROBABILITY OF THE PROTECTION AND RECOVERY OF INFORMATION COMPARED TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPCLIENT’S CURRENT METHODS EMPLOYED, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION PROVIDER MAKES NO OTHER WARRANTY CLAIMS OR REPRESENTATION OF ANY KIND WITH RESPECT TO WARRANTIES THAT DATA BACK-UPS AND DATA / SERVER / DESKTOP RECOVERIES USING THE PRODUCTSSERVICES WILL BE ERROR FREE OR THAT ALL RECOVERIES CAN BE PERFORMED WITHIN A CERTAIN TIME FRAME. • IN ADDITION, EITHER CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONBY ANY THIRD-PARTY VENDORS OF SOFTWARE PRODUCTS MADE AVAILABLE TO CLIENT BY PROVIDER AND THAT THOSE VENDORS DISCLAIM ANY AND ALL LIABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR WHETHER DIRECT, INDIRECTINDIRECT OR CONSEQUENTIAL, INCIDENTALARISING FROM THE SERVICES. SERVICE FEES TERM AND TERMINATION This Service Attachment is effective on the date specified on the Order (the “Service Start Date”). Unless properly terminated by either party, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODthis Attachment will remain in effect through the end of the term specified on the Order (the "Initial Term"). 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Service Attachment for Managed Services, Service Attachment for Managed Services

Warranty. 10.1 M-Files warrants that during the applicable Subscription Period the Software Service will conform, in all material respects, with the applicable Documentation. Upon written notice from Customer M-Files will, at no additional cost to Customer, and as Customer’s sole and exclusive remedy for breach of the foregoing warranty, provide remedial services within a reasonable time period. Customer will provide M-Files with reasonable assistance and information available to Customer for rectification of Error. This warranty shall only apply if the Software Service has been utilized by Customer in accordance with the applicable Order Form and the Agreement. M-Files is not responsible for correcting Errors caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the Software or any part thereof is procured, nor is M- Files responsible for Errors which result from the use of the Software or any part thereof in conjunction with Third-Party Services or with hardware which is incompatible with the operating system for which the Software or any part thereof is being procured. M-FILES DOES NOT REPRESENT THAT THE CORPORATION WARRANTS FUNCTIONS CONTAINED IN THE SOFTWARE SERVICE WILL MEET ALL CUSTOMER´S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED. TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLAW, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY SET FORTH IN THIS SECTION IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalM-FILES’ EXCLUSIVE WARRANTY AND IS IN LIEU OF ALL OTHER WARRANTIES AND UNDERTAKINGS. M-FILES EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER REPRESENTATIONS, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION WARRANTIES OR WHICH ARE DEFECTIVE IN MATERIAL GUARANTEES, EXPRESS OR WORKMANSHIP WILLIMPLIED, BY THE CORPORATION'S DECISIONSTATUTORY OR OTHERWISE, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSSOFTWARE SERVICE INCLUDING, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE M-FILES EXPRESSLY DISCLAIMS AND EXCLUDES ANY WARRANTY PERTAINING TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS THIRD PARTY SOFTWARE AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODSERVICES. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Warranty. 10.1 Provided that a correctly completed My Yalp Product and Warranty Registration (the “Registration”) has been returned to YALP, YALP will provide the warranty set forth in the Registration. This YALP warranty is for a period of five (5)years as of the date of first purchase and covers parts only. The YALP warranty is only valid if and when a valid service agreement has been executed by Customer and Customer is not breaching its obligations towards YALP. PLEASE READ THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY REGISTRATION CAREFULLY BECAUSE IT TO BE FREE FROM DEFECTS IN MATERIAL CONTAINS ADDITIONAL WARRANTY LIMITATIONS AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer AgreementRESTRICTIONS. 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLThe YALP warranty does not cover faults or damages arising from improper storage, BY THE CORPORATION'S DECISIONinstallation, BE REPLACED OR REPAIREDunauthorized use or misuse of Products, ORand improper or defective environmental circumstances, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONor a failure caused by a product for which YALP is not responsible. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSETHE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ABUSEAND UNLESS STATED IN WRITING BY YALP, NEGLIGENCE ITS LICENSORS, THIRD PARTY SUPPLIERS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND REPRESENTATIONS WITH RESPECT TO THE YALP PRODUCTS, EITHER EXPRESS OR WHETHER EXPRESS, IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY STATUTORY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCESOTHERWISE, INCLUDING, BUT NOT LIMITED TOTO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, DAMAGE QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTSOF FITNESS FOR A PARTICULAR PURPOSE. SPECIFICALLY, INCREASED OPERATING COSTS OR LOSS OF SALES, YALP DOES NOT WARRANT INTERNET OR ANY OTHER DAMAGESDATA CONNECTION WITH THE PRODUCT. TO MAKE A CLAIM UNDER THIS WARRANTYNO ADVICE OR INFORMATION, DEALER MUST NOTIFY THE CORPORATION WHETHER ORAL OR WRITTEN, OBTAINED FROM YALP OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN WRITING WITHIN THE WARRANTY PERIODTHESE TERMS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: General Terms & Conditions, Warranty Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP12.1. QualiSystems warrants that the Software, WHEN PROPERLY MAINTAINED UNDER NORMAL USEunless modified by Licensee, FOR A PERIOD OF TWELVE will operate substantially in accordance with the Documentation for a period of 6 months from the date of delivery of the Software at Your Workplace (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"the “Warranty Period”). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIf the Software does not operate substantially in accordance with the Documentation during the Warranty Period, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLQualiSystems will use reasonable efforts to correct any deficiencies in the Software so that it will perform substantially in accordance with the Documentation. In addition to such warranty, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONLicensee shall be entitled to receive the Support Services detailed in exhibit 1 for the applicable paid for Term. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES12.2. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSQUALISYSTEMS DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. QUALISYSTEMS DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS, THAT THE SOFTWARE WILL OPERATE IN THE COMBINATIONS WHICH LICENSEE MAY SELECT FOR USE, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT ALL ERROR CONDITIONS WILL BE CORRECTED. FAILURE THE SOLE LIABILITY OF QUALISYSTEMS IN CASE OF ANY LOSS OR DAMAGE RESULTING FROM ANY ERROR OR DEFECT IN THE SOFTWARE WILL BE TO USE REASONABLE EFFORTS TO CORRECT SUCH ERROR OR DEFECT IN ACCORDANCE WITH QUALISYSTEMS’ WARRANTY OBLIGATIONS. IF QUALISYSTEMS FAILS TO CORRECT ANY SUCH ERROR OR DEFECT, QUALISYSTEMS, MAY, IN ITS SOLE DISCRETION, AND AS LICENSEE’S SOLE REMEDY, ACCEPT RETURN OF THE SOFTWARE AND REFUND TO LICENSEE ALL LICENSE FEES PAID. QUALISYSTEMS DOES NOT WARRANT OR MAKE ANY CLAIM REPRESENTATION THAT IT WILL CORRECT, DETECT AND/OR CORRECTLY IDENTIFY, ANY ERRORS, UNAVAILABLENESS, AND/OR MISUTILIZATION IN WRITINGTHE SOFTWARE. IN ADDITION, IF ANY REPORTS ARE PROVIDED TO LICENSEE, QUALISYSTEMS DOES NOT WARRANT OR WITHIN MAKE ANY REPRESENTATION REGARDING THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE VERACITY OF THE PRODUCTS AND AN ADMISSION BY THE DEALER REPORTS OR NOTIFICATIONS OF ITS SERVICES OR THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERREPORTS OR NOTIFICATIONS ARE COMPLETE OR ERROR-FREE. THE CORPORATION REPORTS OR NOTIFICATIONS DO NOT CONSTITUTE LEGAL ADVICE OR COMPLETE ERROR CONTROL OF THE SOFTWARE OR YOUR SYSTEMS AND LICENSEE UNDERSTANDS THAT LICENSEE MUST DETERMINE FOR ITSELF THE NEED TO OBTAIN ITS OWN INDEPENDENT CONTROL AND MONITORING OF ITS SYSTEMS, THE SOFTWARE, INCLUDING USAGE OF LICENSES AND ERROR OR MALFUNCTION NOTIFICATIONS. LICENSEE'S USE OF AND RELIANCE UPON ANY OF QUALISYSTEMS’ SERVICES AND ANY REPORTS OR NOTIFICATIONS IS AT LICENSEE'S SOLE DISCRETION AND RISK, AND QUALISYSTEMS SHALL NOT BE LIABLE FOR DIRECTHAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO LICENSEE IN CONNECTION WITH ANY OF THE FOREGOING. 12.3. ALL THIRD PARTY RIGHTS AND LICENSES ARE PROVIDED “AS IS”. IN ADDITION, INDIRECTEXCEPT AS EXPRESSLY PROVIDED HEREIN, INCIDENTALTHE SOFTWARE IS PROVIDED BY “AS IS,” AND QUALISYSTEMS, SPECIAL ITS AFFILIATES, SUBSIDIARIES AND ITS THIRD PARTY LICENSORS, IF ANY, DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR CONSEQUENTIAL DAMAGESIMPLIED, UNDER ANY CIRCUMSTANCES, INCLUDING, INCLUDING BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS WARRANTIES OF SALES, OR ANY OTHER DAMAGES. TO MAKE MERCHANTABILITY AND FITNESS FOR A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPARTICULAR PURPOSE. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Warranty. 10.1 16.1 Hyland represents and warrants to OEM that is has the necessary rights to enter into this Agreement and that it has the necessary ownership and intellectual property rights to the Software to grant the licenses herein. Hyland warrants that the Software will operate generally in conformance with its published documentation, if properly used by OEM and Customer. If any errors are discovered, OEM shall promptly notify Hyland in writing as to the description of the problem, whereupon Hyland shall use reasonable efforts to correct such problems within a reasonable time thereafter. Corrections will be provided to OEM with instructions for implementation. The remedies set forth in this Agreement shall be OEM's sole remedies for breach of this Agreement. 16.2 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS FOREGOING WARRANTIES ARE IN MATERIAL LIEU OF ALL OTHER WARRANTIES,EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FITNESS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESPARTICULAR PURPOSE. THE WARRANTY RIGHTS AND REMEDIES GRANTED TO OEM UNDER THIS PARAGRAPH CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF OEM AND OEM'S CUSTOMERS AGAINST HYLAND FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL BREACH OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OR FOR ANY ERRORS OR DEFECTS IN THE SOFTWARE. IN NO EVENT SHALL HYLAND BE LIABLE TO OEM OR OEM'S CUSTOMERS FOR ANY DAMAGES ARISING FROM OR RELATED TO FAILURE OR INTERRUPTION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGTHE SOFTWARE, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL INDIRECT OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR FOR LOSS OF SALESPROFIT OR OPPORTUNITY, LOSS OF USE OR ANY OTHER DAMAGESFINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH THE LICENSE, TRANSFER OR USE OF THE SOFTWARE. TO MAKE A CLAIM UNDER IN NO EVENT SHALL HYLAND'S LIABILITY HEREUNDER EXCEED THE TOTAL AMOUNT RECEIVED BY HYLA▇▇ ▇▇▇▇▇ THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAGREEMENT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Oem Agreement (Hyland Software Inc), Oem Agreement (Hyland Software Inc)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPDistributor warrants to Sub-Distributor, WHEN PROPERLY MAINTAINED UNDER NORMAL USEfor a period of one year from the date of delivery by Distributor to the intended recipient thereof, FOR A PERIOD OF TWELVE that any Products delivered by Distributor pursuant to this Agreement shall conform in all material respects to the written specifications for such Products, a copy of which is attached hereto as Exhibit B, and shall be free of defects in materials and workmanship. Distributor further warrants to Sub-Distributor that it has title to the Products to be conveyed hereunder and has the right to sell the same and that at the time of delivery, such Products shall be free of any security interest or other lien or any other encumbrances whatsoever (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"the warranties provided in the preceding two sentences being hereinafter referred to as the “Limited Warranty”). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalExcept for the Limited Warranty, Inc. NonDistributor makes no warranties or representations to Sub-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLDistributor or any other person with respect to the Products or any services provided to Sub-Distributor or any other person. Distributor may not change any of the terms of the Limited Warranty at any time, BY THE CORPORATION'S DECISIONwithout written consent from Sub-Distributor unless Distributor notifies Sub-Distributor in writing at least one hundred and twenty (120) calendar days prior to any such change. Any such change shall not apply to any Products sold to or ordered by Sub-Distributor prior to the change. Sub-Distributor will not alter the Limited Warranty, BE REPLACED OR REPAIREDwarranty disclaimers, ORand limitation of liability without the prior written authorization of Distributor, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESnor extend or make any additional warranty or representation regarding the Products unless expressly authorized by Distributor. THE LIMITED WARRANTY FOR REFERRED TO IN THIS SECTION IS THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION ONLY WARRANTY, EXPRESS OR IMPLIED, THAT DISTRIBUTOR MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS. DISTRIBUTOR SPECIFICALLY DISCLAIMS ALL OTHER IMPLIED WARRANTIES INCLUDING, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODNON-INFRINGEMENT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Non Exclusive Sub Distribution Agreement (Kaival Brands Innovations Group, Inc.), Non Exclusive Sub Distribution Agreement (Kaival Brands Innovations Group, Inc.)

Warranty. 10.1 6.1 THE CORPORATION WARRANTS TO THE DEALER DISTRIBUTOR EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer AgreementWORKMANSHIP UPON DELIVERY. 10.2 6.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S ’S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S ’S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER DISTRIBUTOR NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) 30 DAYS OF DISCOVERY AND DEALER DISTRIBUTOR RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. THIS WARRANTY WILL NOT APPLY AFTER THREE YEARS FROM THE DATE OF DELIVERY OF THE PRODUCTS. NO PRODUCTS MAY BE RETURNED BY THE DEALER DISTRIBUTOR WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 6.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER DISTRIBUTOR OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 6.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) -DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER DISTRIBUTOR THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALERDISTRIBUTOR'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER DISTRIBUTOR MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 6.5 THE FOREGOING CONSTITUTES THE DEALERDISTRIBUTOR'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Distribution Agreement (XPEL, Inc.), Distribution Agreement (XPEL, Inc.)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM Ciralight Global, Inc. Non-Exclusive Dealer Agreement THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement" 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.. Ciralight Global, Inc. Non-Exclusive Dealer Agreement

Appears in 2 contracts

Sources: Dealer Agreement (Ciralight Global, Inc.), Domestic Non Exclusive Dealer Agreement (Ciralight Global, Inc.)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP4.1 Winmill makes no representation or warranty, WHEN PROPERLY MAINTAINED UNDER NORMAL USEexpress or implied, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")that the operation of the Software will be uninterrupted or error free, or that the functions contained in the Software will meet or satisfy Your intended use or requirements; You assume complete responsibility for decisions made or actions taken based on information obtained using the Software. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIn addition, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLdue to the continual development of new techniques for intruding upon and attacking networks, BY THE CORPORATION'S DECISIONWinmill does not warrant that the Software or any equipment, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONsystem or network on which the Software is used will be free of vulnerability to intrusion or attack. 10.3 THIS WARRANTY DOES NOT APPLY TO 4.2 WINMILL DISCLAIMS ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE AND ALL IMPLIED WARRANTIES OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDCONDITIONS, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY OF TITLE, THAT NONINFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE OR ANY WARRANTY UNDER THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT. FAILURE TO MAKE ANY CLAIM IN WRITINGNO ORAL OR WRITTEN INFORMATION, MARKETING OR PROMOTIONAL MATERIALS, OR WITHIN ADVICE GIVEN BY WINMILL OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE ANY WARRANTIES. 4.3 THE THIRTY SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET OR BE USED IN CONNECTION WITH HARDWARE AND OTHER PRODUCTS THAT ARE CONNECTED TO THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT WINMILL DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (30I) DAY PERIOD SET FORTH ABOVEVIRUSES, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSDAMAGE YOUR DATA, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERWEB-SITES, COMPUTERS, OR NETWORKS. THE CORPORATION SHALL WINMILL WILL NOT BE LIABLE RESPONSIBLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODTHOSE ACTIVITIES. 10.5 4.4 SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING CONSTITUTES EXCLUSION OF IMPLIED WARRANTIES, SO THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT ABOVE EXCLUSION MAY NOT APPLY TO PRODUCTS FURNISHED HEREUNDERYOU.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS Avigilon warrants that the medium on which the Software is recorded, and any software or hardware key associated with the Software, will be free of defects in materials and workmanship under normal use for a period of sixty (60) days from the date of Your receipt of the original Software licensed under this Agreement. EXCEPT AS PROVIDED ABOVE, AND TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PROVIDED BY IT TO BE FREE FROM DEFECTS IN MATERIAL LAW, YOU EXPRESSLY ACKNOWLEDGE AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER AGREE THAT USE OF THE PRODUCT (SOFTWARE AND SUPPORT SERVICES IS AT YOUR SOLE RISK AND THAT THE AWARRANTY PERIOD"). A COPY OF ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE AND ACCURACY IS WITH YOU AND AVIGILON AND ITS SUPPLIERS AND LICENSORS PROVIDE THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalSOFTWARE AND SUPPORT SERVICES “AS- IS” AND WITH ALL FAULTS, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION AND HEREBY DISCLAIM ALL OTHER WARRANTIES OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLCONDITIONS, BY THE CORPORATION'S DECISIONWHETHER EXPRESS, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO, THAT OF ANY WARRANTIES OF: (A) MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE; (B) ACCURACY OR COMPLETENESS OF RESPONSES, RESULTS, OR WITHIN THE THIRTY INFORMATIONAL CONTENT; (30C) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE WORKMANLIKE EFFORT; (D) CORRESPONDENCE TO DESCRIPTION; (E) TITLE OR NON-INFRINGEMENT OR NON-MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; (F) CUSTOM OR TRADE; (G) QUIET ENJOYMENT; OR (H) SYSTEM INTEGRATION. AVIGILON MAKES NO WARRANTY THAT ANY PORTION OF THE PRODUCTS AND SOFTWARE WILL OPERATE ERROR-FREE, FREE OF ANY SECURITY DEFECTS, OR IN AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERUNINTERRUPTED MANNER. THE CORPORATION AVIGILON SHALL NOT BE LIABLE RESPONSIBLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE PROBLEMS CAUSED BY CHANGES IN THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS CHARACTERISTICS OF SALESTHE DEVICE(S) UPON WHICH THE SOFTWARE IS OPERATING, OR FOR PROBLEMS IN THE INTERACTION OF THE SOFTWARE WITH NON-AVIGILON SOFTWARE OR HARDWARE PRODUCTS. AVIGILON NEITHER ASSUMES NOR AUTHORIZES ANY OTHER DAMAGES. PERSON PURPORTING TO MAKE A CLAIM UNDER ACT ON ITS BEHALF TO MODIFY OR TO CHANGE THIS WARRANTY, DEALER MUST NOTIFY NOR TO ASSUME FOR AVIGILON ANY OTHER WARRANTY OR LIABILITY CONCERNING THE CORPORATION IN WRITING WITHIN SOFTWARE. THE WARRANTY PERIODMADE BY AVIGILON MAY BE VOIDED BY ABUSE OR MISUSE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS UNDER MANDATORY LAW THAT VARY FROM STATE TO STATE AND COUNTRY TO COUNTRY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Warranty. 10.1 NOTHING IN THIS EXHIBIT WILL AFFECT THE CORPORATION WARRANTS WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY DISTRIBUTOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER WILL BE PERFORMED IN A WORKMANLIKE MANNER. ACCESS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS DATA COLLECTION TOOLS AND DELIVERABLES AND OTHER INFORMATION PROVIDED IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE CONNECTION WITH THE CORPORATION'S INSTRUCTIONSSERVICES, ARE PROVIDED ON AN “AS IS” BASIS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 EXCEPT AS SPECIFIED IN THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSESECTION, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER ALL EXPRESS OR IMPLIEDIMPLIED CONDITIONS, INCLUDING REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USE. FAILURE PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO MAKE ANY CLAIM IN WRITINGCISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR WITHIN TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION GREATEST EXTENT ALLOWED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERAPPLICABLE LAW. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER DISTRIBUTOR MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. DISTRIBUTOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY WILL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE CORPORATION'S SOLE OBLIGATION WITH RESPECT UNUSED PORTION OF THE FEES PAID TO PRODUCTS FURNISHED HEREUNDERCISCO BY DISTRIBUTOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS EXHIBIT. DISTRIBUTOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

Appears in 2 contracts

Sources: Nonexclusive Value Added Distributor Agreement (Scansource, Inc.), Nonexclusive Value Added Distributor Agreement (Scansource, Inc.)

Warranty. 10.1 The sole warranty regarding the Software and related materials is that the original disk is free from physical defects in material and workmanship, assuming proper use, for a period of ninety (90) days from date of purchase. If such defect occurs during this period, you may return your faulty disk to Licensor, along with a dated proof of purchase; Licensor will replace it free of charge. Your sole and exclusive remedy for any breach of representation or warranty is that Licensor, at its option, either (a) will refund your payment for the Software upon your return of the Software and related materials, with a copy of your receipt, or (b) will replace it on an exchange basis without charge (except as provided above). EXCEPT FOR THE CORPORATION WARRANTS EXPRESS WARRANTY OF THE ORIGINAL DISKS SET FORTH ABOVE, THIS SOFTWARE IS PROVIDED “AS-IS,” AND TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL APPLICABLE LAW, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE, REGARDING THE SOFTWARE, DISK, AND WORKMANSHIPRELATED MATERIALS, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, INCLUDING THEIR FITNESS FOR A PERIOD PARTICULAR PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY, OR THEIR NONINFRINGEMENT. THE LIABILITY OF TWELVE (12) MONTHS LICENSOR UNDER THE WARRANTY SET FORTH ABOVE SHALL BE LIMITED TO THE AMOUNT PAID BY THE CUSTOMER FOR THE PRODUCT. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")SOFTWARE. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSESTATE. Certain Limitations Licensor has no control over your use of the Software. Licensor does not and cannot warrant the performance or results that may be obtained by its use. Licensor does not represent, ABUSEwarrant, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESor guarantee the accuracy and timeliness of the data contained in the Software and Licensor shall have no liability of any kind whatsoever to you, or to any other party, on account of any inaccuracies in or untimeliness of the data, or for any delay in reporting such data contained in the Software. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT Various information in the Software constantly changes, and the information in the Software is only as of a particular date. Licensor does not warrant that the operation of the Software will be uninterrupted or error free. Licensor is not responsible for problems caused by accident, abuse, mishandling, alteration, or improper use. Licensor does not warrant or guarantee the suitability of the Software or that it will meet your requirements. Limitation of Damages TO THE PRODUCTSMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS LICENSOR AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL ITS SUPPLIERS WILL NOT BE LIABLE FOR DIRECTANY INDIRECT, INDIRECTSPECIAL, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF LICENSOR OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. LICENSOR’S TOTAL LIABILITY TO YOU FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THIS PRODUCT. SOME STATES DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCESSO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. The limitations of damages set forth above fundamental elements of the bases of the bargain between Licensor and you. Licensor would not be able to provide this product on an economic basis without such limitations. The above warranty DOES NOT apply to any beta software, INCLUDINGany software made available for testing or demonstration purposes, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGESany temporary software modules or any software for which Licensor does not receive a license fee. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAll such software products are provided AS IS without any warranty whatsoever. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Software License Agreement, Software License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPSupplier warrants that the Products to be provided under this Agreement are new. Supplier warrants that the Products shall meet the applicable specifications and shall be free from defects resulting from faulty design, WHEN PROPERLY MAINTAINED UNDER NORMAL USEmaterials or workmanship [*] from the date of delivery to Buyer under Section 6.1.2 above. The returned material will be only accepted upon RMA procedure, FOR A PERIOD OF TWELVE RMA number being given within no more than [*]. Supplier's sole obligation under this warranty shall be to [*]. This warranty shall not apply, inter alia, to defects or deterioration in Products caused by or attributable to (12i) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT utilization otherwise than in accordance with instructions furnished by Supplier, or (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Globalii) improper maintenance and/or storage, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY or (30iii) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESProducts modification not provided for by Supplier. THE FOREGOING WARRANTY SETS FORTH THE ENTIRE LIABILITY AND OBLIGATIONS OF SUPPLIER, SUPPLIER AFFILIATED COMPANIES AND THEIR RESPECTIVE SUPPLIERS FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY DEFECTS OR REPRESENTATION OF ANY KIND WITH RESPECT TO DEFICIENCIES IN THE PRODUCTS, EITHER EXPRESS WHETHER BASED ON BREACH OF WARRANTY, OR OTHERWISE. THE WARRANTIES SET FORTH OR LIMITED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATIONWARRANTIES OF NONINFRINGEMENT, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE AND MERCHANTABILITY, ACCURACY OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGESTITLE. TO MAKE A CLAIM UNDER THIS WARRANTYTHE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, DEALER MUST NOTIFY THE CORPORATION SUCH WARRANTY IS LIMITED IN WRITING WITHIN DURATION TO THE WARRANTY PERIOD. [*] Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Frame Purchase Agreement (Avanex Corp), Frame Purchase Agreement (Avanex Corp)

Warranty. 10.1 THE CORPORATION WARRANTS 7.1. Subject to the terms of this Agreement and subject to the normal intended use of the Licensed Product by the Customer, Showpad warrants towards the Customer that the Licensed Product shall during the Subscription Term perform materially in accordance with the Documentation. 7.2. EXCEPT TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL EXTENT EXPRESSLY STATED UNDER THIS AGREEMENT, SHOWPAD AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION ITS LICENSORS MAKE NO REPRESENTATIONS OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS(“AS-IS” WARRANTY), EITHER EXPRESS WHETHER EXPRESS, STATUTORY OR IMPLIED, INCLUDING WITHOUT LIMITATIONREGARDING THE LICENSED PRODUCT, THAT OR ANY MATTER WHATSOEVER UNDER OR RELATED TO THIS AGREEMENT. SHOWPAD AND ITS LICENSORS EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USEPURPOSE, MEETING THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS, ERROR-FREE OR UNITERRUPTED USE AND/OR NON-INFRINGEMENT. 7.3. FAILURE NOTWITHSTANDING ANYTHING TO MAKE THE CONTRARY, SHOWPAD MAKES NO WARRANTY REGARDING THE QUALITY OF ANY CLAIM IN WRITINGPRODUCTS, SERVICES, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVEINFORMATION/ANALYTICS, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE INCLUDING IN RESPECT OF THE PRODUCTS AND AN ADMISSION BY ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY THEREOF. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHOWPAD OR THROUGH THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSLICENSED PRODUCT, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER WILL CREATE ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODADDITIONAL WARRANTIES. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER7.4. Unless otherwise explicitly agreed upon, Customer’s exclusive remedy for breach of warranty under this article, is that Showpad will use such commercially reasonable efforts to modify the Licensed Product to such extent that it meets the provisions of these warranty sections.

Appears in 2 contracts

Sources: Saas Subscription Agreement, Saas Subscription Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP(Section 7): The following replaces the terms of this section in its entirety: (a) SAP warrants to you that: (i) for a period of six (6) months from delivery of the Software, WHEN PROPERLY MAINTAINED UNDER NORMAL USEthe Software will substantially conform to the functional description set forth in the standard documentation accompanying the Software; and (ii) for a period of six (6) months from delivery the physical media (e.g., FOR A PERIOD OF TWELVE CD-ROM), such physical media will be free from defects in materials and workmanship. The above warranties specifically exclude defects resulting from accident, abuse, unauthorized repair, modifications, or enhancements, or misapplication. You understand and agree that the state of the art does not allow the development of bug free of software. As a consequence SAP cannot warrant that the Software will operate uninterrupted or error free. Delivery of additional copies of, or revisions or upgrades to, the Software, including releases provided under Support Services, shall not restart or otherwise affect the warranty period. (12b) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT Your exclusive remedy for breach of the above-stated limited warranty shall be, at SAP’s option, either: (THE AWARRANTY PERIOD")i) correction or replacement of the Software with product(s) which conform to the above-stated limited warranty; or (ii) return of the price paid for the Software and termination of this License Agreement with respect to those copies not in compliance. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalSuch remedy shall be provided to you by SAP only if you give SAP written notice of any breach of the above-stated limited warranty, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY within thirty (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONdays of delivery of the Software. 10.3 THIS WARRANTY (c) LICENSEE UNDERSTANDS AND AGREES THAT THE STATE OF THE ART DOES NOT APPLY TO ANY PRODUCT WHICH ALLOW THE DEVELOPMENT OF BUG FREE SOFTWARE AND THAT THE SOFTWARE HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY DEVELOPED FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL USE OF THE GPS CONTROLLER UNIT IS BROKEN BUSINESS SOFTWARE GENERAL CUSTOMERS. THEREFORE, EXCEPT FOR ANY REASON. 10.4 THE CORPORATION MAKES NO EXPRESS WARRANTIES STATED IN THIS SECTION 7, SAP AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDWARRANTIES, INCLUDING WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY OR MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, (III) OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR WITHIN (IV) AGAINST HIDDEN DEFECTS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE THIRTY (30) DAY PERIOD SET FORTH ABOVEEXCLUSION OF IMPLIED WARRANTIES, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. LICENSEE ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT, LICENSEE HAVE RELIED UPON LICENSEE’S OWN EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT LICENSEE HAS SATISFIED ITSELF AS TO THE SUITABILITY OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY SOFTWARE TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODMEET LICENSEE’S REQUIREMENTS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Software License Agreement, Software License Agreement

Warranty. 10.1. PRESAGIS warrants to Licensee, and no other third party, that for a period of ninety (90) days from the date of delivery of the Product: a) the Product will perform substantially in accordance with the published specifications of the Product provided that no modifications (authorized or unauthorized) have been made to the Product and that Licensee makes proper use of the Product as authorized hereunder; and, b) the media on which any Software or other part of the Product is provided will be free from defects in materials and workmanship. 10.2. EXCEPT FOR THE LIMITED AND EXCLUSIVE WARRANTIES MENTIONED IN THIS SECTION 10.1 a) AND b), THE CORPORATION WARRANTS PRODUCT AND SOFTWARE ARE PROVIDED “AS IS”. TO THE DEALER EACH PRODUCT SOLD EXTENT PERMITTED BY IT APPLICABLE LAW, LICENSEE ACKNOWLEDGES THAT PRESAGIS PROVIDES NO FURTHER WARRANTY NOR ANY INDEMNITY TO BE FREE FROM DEFECTS LICENSEE HEREUNDER AND ALSO EXCLUDES ALL INDEMNITIES OR WARRANTIES WHETHER EXPRESS, IMPLIED, OR STATUTORY, ARISING IN MATERIAL LAW OR IN EQUITY IN RESPECT OF THE SOFTWARE OR PRODUCT, AND WORKMANSHIPANY OTHER WARRANTY OF MERCHANTABILITY, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FITNESS FOR A PERIOD PARTICULAR PURPOSE, INFRINGEMENT, TITLE, OR OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION LATENT DEFECTS ARISING IN LAW OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND OTHERWISE WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS SOFTWARE OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USETHE PRODUCT. FAILURE PRESAGIS MAKES NO WARRANTIES AS TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE ADEQUACY OF THE PRODUCTS AND AN ADMISSION SOFTWARE OR PRODUCT OR TO THE SUITABILITY OF THE SAME FOR USE BY THE DEALER LICENSEE. NO WRITTEN OR ORAL INFORMATION OR ADVICE GIVEN TO LICENSEE BY PRESAGIS OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL CREATE A WARRANTY OF ANY TYPE. PRESAGIS DOES NOT WARRANT A) THAT THE PRODUCTS FULLY COMPLY WITH OPERATION OF THE SOFTWARE OR PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE; OR, B) THAT ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT PRODUCT ERRORS WILL BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODCORRECTED. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Software License Agreement, Software License Agreement

Warranty. 10.1 Seller’s goods, like all cast metal, may include naturally occurring irregularities, including but not limited to porosity, slivers, inclusions or laminations/delaminations. Seller specifically disclaims any warranty, express or implied, that its Goods are free of these irregularities. It is the duty and obligation of the Buyer to inspect and /or test the goods and any parts manufactured from the Goods to ensure that they are suitable for the Buyer’s intended purpose. SELLER WARRANTS THAT THE CORPORATION WARRANTS GOODS DELIVERED TO BUYER UNDER THESE TERMS WILL CONFORM TO THE DEALER EACH PRODUCT SOLD SPECIFICATIONS STIPULATED BY IT TO BE FREE FROM DEFECTS THE BUYER IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, THE PURCHASE ORDER AND/OR TECHNICAL DOCUMENTS FOR A PERIOD OF TWELVE SIX (126) MONTHS FROM THE DATE OF PURCHASE BY SHIPMENT. BUYER REPRESENTS AND WARRANTS THAT ANY SPECIFICATION, PLAN, DRAWING OR OTHER INFORMATION THAT IS PROVIDED TO SELLER AND INCORPORATED INTO THE DEALER GOODS, IS FREE AND CLEAR OF THE PRODUCT (THE AWARRANTY PERIOD")ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. NEITHER SELLER, NOR ANY AGENT OR REPRESENTATIVE ACTING ON ITS BEHALF, HAS MADE AND SELLER SPECIFICALLY DISCLAIMS ANY WARRANTIES, GUARANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDED THAT OF PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR BUSINESS, PURPOSE OR USE, EVEN IF THAT BUSINESS, PURPOSE OR USE IS KNOWN TO SELLER, WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY REIGHTS OF A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalTHIRD PARTY, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO AND SUPERSEDES AND EXCLUDES ANY ORAL OR WRITTEN WARRANTIES OR REPRESENTATIONS, MADE OR IMPLIED IN ANY MANUAL, LITERATURE, ADVERTISING BROCHURE OR OTHER MATERIALS. SELLER SHALL NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY LIABLE TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OTHER PERSON OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND ENTITY WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS GOODS SOLD HEREUNDER AND FROM ALL LIABILITY IMPOSED UPON MANUFACTUREERS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT SELLERS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, GOODS UNDER ANY CIRCUMSTANCESPRODUCT LIABILITY THEORY OR UNDER ANY SIMILAR LEGAL THEORY. The Seller shall not be liable for a breach of the warranties set forth in this Section 12unless: (i) Buyer gives written notice of the defective Goods or Services, INCLUDINGas the case may be, BUT NOT LIMITED TOreasonably described, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTSto Seller within the timeframe specified by Section 11; (ii) if applicable, INCREASED OPERATING COSTS OR LOSS OF SALESSeller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 12 to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller's place of business at Seller's cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer's claim that the Goods or Services are defective. The Seller shall not be liable for a breach of the warranty set forth in Section 12 if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller's oral or written instructions as to the storage, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTYinstallation, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODcommissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Terms and Conditions of Sale, Terms and Conditions of Sale

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP(a) Seller warrants that for a period of three (3) years from the date of delivery to 3PARdata, WHEN PROPERLY MAINTAINED UNDER NORMAL USEall Product(s), FOR A PERIOD OF TWELVE including all components thereof: (12i) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT are new and unused (THE AWARRANTY PERIOD"or used only to the extent necessary for testing as contemplated by this Agreement), will be free from defects in workmanship and manufacture; (ii) will conform to the product and test specifications incorporated by reference in Exhibit A; and (iii) neither contain, nor are they manufactured using, ozone depleting substances. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalNotwithstanding the foregoing, Inc. Non(i) disk drives shall be warranted for the duration of the manufacturers warranty and (ii) a drive chassis purchased from Seller without disk drives (i.e. 16-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY bay SBOD or its successor) shall only receive a warranty of one (301) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSyear. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESAll other terms of the disk drive warranty and 16-bay SBOD (or its successor) warranty shall be the same as above. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION Pricing for second and third year warranty for the 16-bay SBOD (or its successor) and fourth and five year warranty on all Products (including 16-bay SBOD or its successor) shall be as set forth in Exhibit C. SELLER MAKES NO OTHER WARRANTY REPRESENTATIONS OR REPRESENTATION OF ANY KIND WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCTSPRODUCT(S), EITHER EXPRESS OR IMPLIEDAND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE OR NONINFRINGEMENT. FAILURE TO MAKE NEITHER SELLER NOR ANY CLAIM IN WRITINGOF ITS SUPPLIERS WARRANT THAT *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. ANY PRODUCT, SOFTWARE OR WITHIN THE THIRTY PART THEREOF WILL MEET 3PARDATA’S REQUIREMENTS OR BESECURE OR ERROR-FREE. THIS SECTION 18 STATES SELLER’S ENTIRE LIABILITY AND 3PARDATA’S SOLE AND EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY. 3PARdata’s approval of Seller’s materials will not relieve Seller of any warranties. (b) Subject to Sections 26 (c) and (g) below, defective or non-conforming Product(s) shall be returned to Seller upon 3PARdata’s receipt of a RMA for such return. Seller shall issue RMA numbers within two (2) business days of 3PARdata’s request. 3PARdata shall return Products in the original shipping container, if possible, otherwise 3PARdata shall use a similar shipping container and such container shall be marked with the RMA number. Seller shall replace such rejected Products within ten (10) business days of receipt of the RMA. This date shall be deemed an Agreed Delivery Date for purposes of this Agreement. Seller shall provide a failure analysis report (FA-1) to 3PARdata on non-conforming Product(s) within ten (10) business days return to Seller. A full root cause failure analysis shall be made available to 3PARdata, upon request, within thirty (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODdays. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER(c) Product(s) which fail to meet the warranty set forth above within thirty-seven (37) days of delivery to 3PARdata’s customer shall be considered early life failures (“ELF”). Seller shall provide advance replacement Product (which shall be new and unused) within twenty-four to forty-eight (24-48) hours, of notification of an ELF by 3PARdata to Seller. This date shall be deemed an Agreed Delivery Date for purposes of this Agreement. 3PARdata shall return the ELF Product to Seller using the RMA process set forth in Section 26(b) above within fourteen (14) days after receipt of an RMA from Seller.

Appears in 2 contracts

Sources: Production Purchase Agreement (3PAR Inc.), Production Purchase Agreement (3PAR Inc.)

Warranty. 10.1 THE CORPORATION WARRANTS Peak hereby assigns to Customer, to the extent possible, the benefits of any warranties provided to Peak by the manufacturer(s) of the Hardware and Media. Zebra’s warranty information is found at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/us/en/support- downloads/warranty/product-warranty.html Peak’s obligations and liability under this warranty is conditioned upon the receipt of prompt notice of defects as to parts and/or workmanship from Customer, and is limited to repairing or, at Peak’s sole option, to replacing the Hardware/Media or, if Peak is unable to repair or replace the Hardware/Media, to refund the purchase price paid by Customer to Peak. This warranty shall be void if the Hardware/Media is damaged or rendered unusable by the willful act, negligence and/or tampering of persons other than Peak. Peak makes no warranty or guaranty for any hardware or third- party materials. Customer understands that Peak is not responsible for, and will have no liability for, hardware, software, or any other items or any services provided to Customer by any persons other than Peak. TO THE DEALER EACH PRODUCT SOLD FULLEST EXTENT ALLOWED BY IT TO BE FREE FROM DEFECTS LAW, THE WARRANTIES PROVIDED IN MATERIAL THIS SECTION ARE EXCLUSIVE AND WORKMANSHIPIN LIEU OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THIS ATTACHMENT, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION Peak DISCLAIMS ALL WARRANTIES EXPRESSED OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE IMPLIED WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT REGARD TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDSERVICES PROVIDED UNDER THIS ATTACHMENT, INCLUDING WITHOUT LIMITATION, THAT ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL THESE DISCLAIMERS OF WARRANTY CONSTITUTE AN IRREVOCABLE ACCEPTANCE ESSENTIAL PART OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODATTACHMENT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: General Terms and Conditions, General Terms and Conditions

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS Identita represents warrants and undertakes that: (a) for a period of 3 (three) months (the “Warranty Period”) after the date of delivery of the Evaluation Samples by Identita to NXT-ID and acceptable to NXT-ID, each Evaluation Sample manufactured and sold hereunder shall be fit for its purpose, free from defects in design, materials and workmanship, and be of good quality and shall comply with the Specifications and any new Specifications, and all applicable laws, regulations, established industry standards, except if an Evaluation Sample has been abused, damaged, altered or misused by any person or entity after manufacture by Identita; (b) during the Term of this Agreement Identita will perform its obligations under the Agreement in a professional manner with reasonable skill and care, using suitably qualified personnel; (c) during the Term of this Agreement Identita will comply and that it will procure its permitted sub-licensees and subcontractors comply with all applicable laws, codes and regulations relating to the Evaluation Samples; (d) during the Term of this Agreement and following the expiry or termination of the Agreement, the Evaluation Samples shall not violate or in any way infringe the rights of third parties, including, without limitation, contractual, employment, and Intellectual Property Rights; EXCEPT AS EXPRESSLY STATED IN MATERIAL AND WORKMANSHIPTHIS ARTICLE, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION THERE ARE NO WARRANTIES OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION CONDITIONS OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER WHETHER EXPRESS OR IMPLIED, INCLUDING WITH RESPECT TO THIS AGREEMENT, THE EVALUATION SAMPLES OR ANY DEVELOPMENT AND MANUFACTURING SERVICES PROVIDED BY IDENTITA INCLUDING, WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY MERCHANTABILITY, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR USEPURPOSE, AND IDENTITA EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES AND CONDITIONS. FAILURE TO MAKE ANY CLAIM EXCEPT AS PROVIDED IN WRITINGTHIS AGREEMENT, OR WITHIN PURCHASER SHALL ASSUME ALL RISK AND LIABILITY WHATSOEVER RESULTING FROM THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE USE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODEVALUATION SAMPLES. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Samples Manufacture and Supply Agreement (NXT-Id, Inc.), Samples Manufacture and Supply Agreement (NXT-Id, Inc.)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP(Section 8): The following replaces the terms of this section in its entirety: (a) SAP BusinessObjects warrants to you that: (i) for a period of six (6) months from delivery of the Software, WHEN PROPERLY MAINTAINED UNDER NORMAL USEthe Software will substantially conform to the functional description set forth in the standard documentation accompanying the Software; and (ii) for a period of six (6) months from delivery the physical media (e.g., FOR A PERIOD OF TWELVE CD-ROM), such physical media will be free from defects in materials and workmanship. The above warranties specifically exclude defects resulting from accident, abuse, unauthorized repair, modifications, or enhancements, or misapplication. You understand and agree that the state of the art does not allow the development of bug free of software. As a consequence SAP BusinessObjects cannot warrant that the Software will operate uninterrupted or error free. Delivery of additional copies of, or revisions or upgrades to, the Software, including releases provided under Support Services, shall not restart or otherwise affect the warranty period. (12b) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT Your exclusive remedy for breach of the above-stated limited warranty shall be, at SAP BusinessObjects' option, either: (THE AWARRANTY PERIOD")i) correction or replacement of the Software with product(s) which conform to the above-stated limited warranty; or (ii) return of the price paid for the Software and termination of this License Agreement with respect to those copies not in compliance. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalSuch remedy shall be provided to you by SAP BusinessObjects only if you give SAP BusinessObjects written notice of any breach of the above-stated limited warranty, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY within thirty (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONdays of delivery of the Software. 10.3 THIS WARRANTY (c) LICENSEE UNDERSTANDS AND AGREES THAT THE STATE OF THE ART DOES NOT APPLY TO ANY PRODUCT WHICH ALLOW THE DEVELOPMENT OF BUG FREE SOFTWARE AND THAT THE SOFTWARE HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY DEVELOPED FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL USE OF THE GPS CONTROLLER UNIT IS BROKEN BUSINESS SOFTWARE GENERAL CUSTOMERS. THEREFORE, EXCEPT FOR ANY REASON. 10.4 THE CORPORATION MAKES NO EXPRESS WARRANTIES STATED IN THIS SECTION 7, SAP BUSINESSOBJECTS AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDWARRANTIES, INCLUDING WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTY (I) OF MERCHANTABILITY OR MERCHANTABILITY, (II) OF FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, (III) OF NON- INFRINGEMENT OF THIRD PARTY RIGHTS, OR WITHIN (IV) AGAINST HIDDEN DEFECTS. SOME STATES/JURISDICTIONS DO NOT ALLOW THE THIRTY (30) DAY PERIOD SET FORTH ABOVEEXCLUSION OF IMPLIED WARRANTIES, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. LICENSEE ACKNOWLEDGES THAT IN ENTERING INTO THIS AGREEMENT, LICENSEE HAVE RELIED UPON LICENSEE’S OWN EXPERIENCE, SKILL AND JUDGEMENT TO EVALUATE THE SOFTWARE AND THAT LICENSEE HAS SATISFIED ITSELF AS TO THE SUITABILITY OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY SOFTWARE TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODMEET LICENSEE’S REQUIREMENTS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: End User License Agreement Addendum, Software License Agreement

Warranty. 10.1 ▇▇▇▇▇ represents and warrants that it will provide the Services in a good and workmanship- like manner and that the Services will meet any applicable generally accepted industry standards. Client must provide a written notice to ▇▇▇▇▇ within ten (10) days after the delivery of the Services (“Warranty Period”) describing any breach of the foregoing warranty in sufficient detail to allow ▇▇▇▇▇ to correct and redeliver those Services. ▇▇▇▇▇ shall as its sole obligation and Client’s exclusive remedy for any breach of the foregoing warranty use commercially reasonable efforts correct any non-compliance reported to ▇▇▇▇▇ by Client in writing during the Warranty Period. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, ▇▇▇▇▇ PROVIDES ALL THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL PRODUCTS AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO MARCO PROPERTY “AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY IS” AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY ▇▇▇▇▇ DOES NOT APPLY TO PROVIDE AND EXPRESSLY DISCLAIMS ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT RELATING TO THE PRODUCTSPRODUCTS AND MARCO PROPERTY, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHER, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT AND ALL WARRANTIES WHICH ARISE FROM COURSE OF DEALING, USAGE OR LOSS RESULTING TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CLIENT ACKNOWLEDGES AND AGREES THAT NO TECHNOLOGY IS FOOLPROOF OR IMMUNE FROM INABILITY TO USE ATTACK. ▇▇▇▇▇ CANNOT MAKE AND EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESPRODUCTS AND MARCO PROPERTY, OR ANY OTHER DAMAGESRESULTS OR USE THEREOF WILL OPERATE WITHOUT INTERRUPTION, SECURELY, ERROR FREE, WITHOUT DEFECT, FREE OF HARMFUL CODE, THIRD PARTY DISRUPTION OR THAT ▇▇▇▇▇ WILL CORRECT ALL DEFECTS. IN ADDITION, CLIENT UNDERSTANDS AND ACKNOWLEDGES THAT THE INTERNET IS NOT A SECURE MEDIUM, MAY BE INHERENTLY UNRELIABLE AND SUBJECT TO MAKE A CLAIM UNDER THIS WARRANTYINTERRUPTION OR DISRUPTION AND MAY BE SUBJECT TO INADVERTENT OR DELIBERATE BREACHES OF SECURITY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODFOR WHICH MARCO SHALL NOT BE HELD LIABLE. No statement or writing of any Representatives of ▇▇▇▇▇ will create any warranty whatsoever not set forth in this Agreement. Client represents and warrants that it will not use, nor will it allow any third parties under its control to use, the Products for high-risk activities, such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage. Client shall not make any representations or warranties on behalf of ▇▇▇▇▇ to any third party. Client shall be solely responsible and liable for any representations or warranties that Client makes to any third-party regarding Marco, the Products, or any other aspect of this Agreement. Each Party represents and warrants to the other Party that: (a) it has full power and authority to enter into this Agreement; (b) it is in compliance and will continue to comply during the term of this Agreement, with all laws and regulations applicable to such Party; and (c) it has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The Services will meet the technical standards of performance or service levels, if any, set forth in the applicable Product Agreement. Client’s sole and exclusive remedy for any failure to meet the applicable technical standards of performance or service levels shall be as specified in the applicable Product Agreement. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Relationship Agreement, Relationship Agreement

Warranty. 10.1 Provider warrants that the Services will be performed materially in accordance with the service documentation previously provided for the Services in a professional and workmanlike manner. • The online documentation for the Services is incorporated as a part of this Service Attachment. We reserve the right at any time to modify the online documentation. However, we further warrant that the functionality of the Services will not materially decrease from that available as of the Service Start Date. • HOWEVER, PROVIDER DOES NOT WARRANT THAT THE CORPORATION WARRANTS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY. WE HAVE NO OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS SERVICE ATTACHMENT. WHILE THE SERVICES ARE DESIGNED TO IMPROVE THE PROBABILITY OF THE PROTECTION AND RECOVERY OF INFORMATION COMPARED TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPCLIENT’S CURRENT METHODS EMPLOYED, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION PROVIDER MAKES NO OTHER WARRANTY CLAIMS OR REPRESENTATION OF ANY KIND WITH RESPECT TO WARRANTIES THAT DATA BACK-UPS AND DATA / SERVER / DESKTOP RECOVERIES USING THE PRODUCTSSERVICES WILL BE ERROR FREE OR THAT ALL RECOVERIES CAN BE PERFORMED WITHIN A CERTAIN TIME FRAME. • IN ADDITION, EITHER CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONBY ANY THIRD-PARTY VENDORS OF SOFTWARE PRODUCTS MADE AVAILABLE TO CLIENT BY PROVIDER AND THAT THOSE VENDORS DISCLAIM ANY AND ALL LIABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR WHETHER DIRECT, INDIRECTINDIRECT OR CONSEQUENTIAL, INCIDENTALARISING FROM THE SERVICES. Prior to the delivery of the Services, SPECIAL OR CONSEQUENTIAL DAMAGESProvider will charge a Setup Fee in order to deploy and configure the Services under this Service Attachment. Provider will identify the Setup Fee in an initial invoice, UNDER ANY CIRCUMSTANCESand Client shall pay the Setup Fee, INCLUDINGas set forth in the Master Services Agreement (“MSA”). Provider shall have no obligation to continue with the delivery of any Services under this Service Attachment until it receives payment for the Setup Fee. Provider will conduct a monthly inventory of the number of users, BUT NOT LIMITED TOdevices or networks connected or connecting to the Services, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTSbased on the Service units identified in the attached (the “Service Units”). If the number of Service Units determined by Provider in any month is greater than the number of Service Units determined at the beginning of the preceding month, INCREASED OPERATING COSTS OR LOSS OF SALESProvider (1) will include in its next invoice charges for all Service Units added during the preceding month, OR ANY OTHER DAMAGESand (2) will increase the number of Service Units invoiced in future months, unless and until Provider determines that the number of Service Units has decreased. TO MAKE A CLAIM UNDER THIS WARRANTYClient shall pay Service Fees specified in the Order for the number of Service Units identified in each invoice. Under no circumstances during the Initial Term may the total number of Service Units decrease to less than the number of Service Units indicated on the first month’s invoice for Services. Provider’s invoices will be based on at least that number, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODnotwithstanding any actual decreases in those numbers. Client shall pay all such charges as set forth in the MSA. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Service Attachment for Managed Services, Service Attachment for Managed It Services

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP6.1 Supplier expressly warrants that the Products delivered under this Agreement will be free from any defect, WHEN PROPERLY MAINTAINED UNDER NORMAL USEincluding, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")but not limited to, latent defects, in workmanship and manufacture, and will conform in all material respects with the applicable Products literature as provided by Supplier. A COPY OF To the extent there are no conflicts, all sales of Products hereunder shall be subject to Supplier’s standard terms and conditions of sale as provided at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/terms%20new and incorporated herein by reference. 6.2 THE WARRANTY CONTAINED IN SECTION 6.1 IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalEXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITINGTHE LIABILITY OF SUPPLIER, IF ANY, ARISING OUT OF THIS AGREEMENT, OR WITHIN OTHERWISE WITH REGARD TO THE THIRTY (30) DAY PERIOD SET FORTH ABOVEPRODUCTS, FOR ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES AND EXPENSES, WHETHER ARISING FROM SUPPLIER’S NEGLIGENCE OR OTHER TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHERWISE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE NOT EXCEED THE PURCHASE PRICE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERPRODUCT FOR WHICH DAMAGES ARE CLAIMED. THE CORPORATION IN NO EVENT SHALL NOT SUPPLIER BE LIABLE FOR DIRECT, ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE PUNITIVE DAMAGES OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR DAMAGES FOR LOSS OF SALESPROFITS, OR ANY OTHER LOST SAVINGS, WHETHER SUCH DAMAGES ARE ALLEGED IN TORT, CONTRACT OR INDEMNITY, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN SUCH DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER6.3 Company may reject and return any defective or non-conforming Products delivered under this Agreement, forwarding representative samples for inspection and verification by Supplier in accordance with Supplier’s standard return policy. Supplier will, at its option, either: (i) replace defective Products without charge, or (ii) reimburse Company or credit Company on subsequent orders the amount paid for the defective or nonconforming Products. Risk of loss and transportation costs incurred in returning any defective nonconforming Products will be borne by Supplier. Supplier shall be responsible for any excess costs due to alternative transportation modes to expedite delivery of replacement Products to Company or supply the Products from an alternative manufacturing plant. 6.4 Company represents and warrants that Company has reviewed Supplier’s Code of Business Conduct and Ethics located at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/investor%20relations/corporate%20governance/governance%20documents and agrees to abide by such Code of Business Conduct and Ethics.

Appears in 2 contracts

Sources: Supply Agreement, Supply Agreement

Warranty. 10.1 ▇▇▇▇▇▇ WARRANTS THAT WORLDVIEW IS BASED ON DRAGOS’S REASONABLE EFFORTS TO COMPILE AND ANALYZE THE CORPORATION WARRANTS BEST SOURCES REASONABLY AVAILABLE TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPDRAGOS AT ANY GIVEN TIME; HOWEVER, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, ANY OPINIONS REFLECT ▇▇▇▇▇▇’▇ JUDGMENT AT THE CORPORATION'S OPTIONTIME AND ARE SUBJECT TO CHANGE. ▇▇▇▇▇▇ ALSO WARRANTS THAT IT HAS THE REQUISITE SKILL, CREDIT FOR KNOWLEDGE AND AUTHORITY TO PROVIDE THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES WORLDVIEW OFFERING AND SHALL PROVIDE THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS WORLDVIEW OFFERING IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESAPPLICABLE INDUSTRY STANDARDS. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL FOREGOING WARRANTIES ARE PROVIDED IN LIEU OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THAT BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE PURPOSE, AND WARRANTIES AS TO MAKE ANY CLAIM IN WRITINGACCURACY, COMPLETENESS, OR WITHIN ADEQUACY OF INFORMATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE EXERCISE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY RIGHTS GRANTED TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM CUSTOMER UNDER THIS WARRANTYSCHEDULE COMPLIES WITH APPLICABLE LAWS. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL ACTS AND OMISSIONS TAKEN IN RELIANCE ON THIS INFORMATION, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAND DRAGOS WILL NOT HAVE ANY LIABILITY FOR ANY SUCH ACTS OR OMISSIONS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Terms and Conditions, Terms and Conditions

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE Caselle warrants that it has sufficient right and title to the Software to grant You this Right. For one (121) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT year from the date of receipt of the Software (THE AWARRANTY PERIOD"Warranty Period"), Caselle also warrants the Software media to be free from defects in materials and workmanship under normal use, and Software operation will substantially conform to the specification published by Caselle. A COPY OF If an error or a defect in the Software or its media becomes apparent within the Warranty Period You must promptly notify Caselle, in writing, describing the defect. Upon confirming the error or defect Caselle will, at its exclusive option, repair or replace the item or refund the price paid for the defective item. Caselle does not warrant that the functions contained in the Software will meet Your requirements or that the operation of the Software will be uninterrupted or error free. The warranty does not cover Software modified by anyone other than Caselle and problems with, or caused by, computer hardware or non-Caselle software. This limited warranty is VOID if failure of the licensed Software has resulted from accident, abuse or misapplication. EXCEPT AS SPECIFICALLY STATED IN THE WARRANTY SECTION OF THIS AGREEMENT, THE SOFTWARE IS ATTACHED HERETO LICENSED "AS EXHIBIT "CIS" Ciralight GlobalWITHOUT ANY OTHER WARRANTY, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONINCLUDING, THAT BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, NO EVENT SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT CASELLE BE LIABLE FOR DIRECT, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE LOSS OF ANTICIPATED PROFITS, REVENUE OR SAVINGS, BUSINESS INTERRUPTION OR LOSS RESULTING OF BUSINESS INFORMATION, ARISING FROM THE USE OF OR INABILITY TO USE THE PRODUCTSSOFTWARE OR BREACH OF ANY EXPRESSED OR IMPLIED WARRANTY, INCREASED OPERATING COSTS EVEN IF CASELLE OR LOSS ITS AGENT HAS BEEN ADVISED OF SALESTHE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF AN ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. CASELLE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR DAMAGE WILL NOT, IN ANY EVENT, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER DAMAGES. BASIS, EXCEED THE LICENSE FEES PAID BY YOU FOR THE LICENSED SOFTWARE GIVING RISE TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODSUCH LIABILITY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Software Use Agreement, Software Use Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP5.1 NEC represents and warrants to MaxLinear that, WHEN PROPERLY MAINTAINED UNDER NORMAL USEat the time of the Effective Date, FOR A PERIOD OF TWELVE there are no claim, suit or proceeding (12a “Claim”) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONbrought by a third party against NEC for infringement or misappropriation by the Deliverables of any third party’s intellectual property rights. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE5.2 NEC warrants that it shall, ABUSEat its expense, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASONprovide MaxLinear with revision of the Deliverables made generally available by or for NEC (including corrections of any and all nonconforming items in the Deliverables) during the six (6) month period after the delivery of the Deliverables. 10.4 THE CORPORATION 5.3 NEC represents and warrants that it has the right and authority to grant the license stipulated herein. 5.4 NEC represents and warrants that the Deliverables delivered by NEC to MaxLinear hereunder will conform to the applicable specification. 5.5 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEC MAKES NO OTHER WARRANTY REPRESENTATION OR REPRESENTATION OF ANY KIND WARRANTY, EXPRESSLY OR IMPLIEDLY, IN WHOLE OR IN PART WITH RESPECT TO THE PRODUCTSLICENSED TECHNOLOGY, EITHER EXPRESS OR IMPLIEDINCLUDING, INCLUDING WITHOUT LIMITATION*** Indicates that confidential treatment has been sought for this information BUT NOT LIMITED TO, THAT WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, OR WITHIN WARRANTY THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE USE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSLICENSED TECHNOLOGY WILL NOT INFRINGE ANY PATENT, CONDITIONS AND SPECIFICATIONS COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OF DEALER'S PURCHASE ORDERTHIRD PARTIES. THE CORPORATION EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL NOT NEC BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL ANY DAMAGES ARISING OUT OF OR CONSEQUENTIAL DAMAGES, UNDER IN CONNECTION WITH THIS AGREEMENT OR ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE CLAIM BY MAXLINEAR OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESANY THIRD PARTY ON ACCOUNT OF, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY ARISING FROM THE CORPORATION IN WRITING WITHIN USE OF THE WARRANTY PERIODLICENSED TECHNOLOGY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Single Use License Agreement (Maxlinear Inc), Single Use License Agreement (Maxlinear Inc)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement" 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON.. Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Domestic Non Exclusive Dealer Agreement (Ciralight Global, Inc.), Domestic Non Exclusive Dealer Agreement (Ciralight Global, Inc.)

Warranty. 10.1 (a) Each Supplying Party warrants and represents that all quantities of Bulk Materials or Finished Products, as the case may be, shall meet the Specifications, and that such Supplying Party shall adhere to all applicable governmental laws and regulations relating to the manufacture, sale and shipment of Bulk Materials or Finished Products, as the case may be, in the Territory. Such Supplying Party further warrants that it has obtained all necessary approvals from government agencies relating to the supply of Bulk Materials or Finished Products, as the case may be, hereunder to the Receiving Party. (b) THE CORPORATION WARRANTS LIMITED WARRANTY PROVIDED IN SECTION 6.4(A) IS THE SUPPLYING PARTY'S SOLE WARRANTY WITH RESPECT TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS BULK MATERIALS OR FINISHED PRODUCTS, AS THE CASE MAY BE, AND IS MADE IN MATERIAL LIEU OF ANY AND WORKMANSHIPALL OTHER WARRANTIES, WHEN PROPERLY MAINTAINED UNDER NORMAL USEEXPRESS OR IMPLIED, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION PARTICULAR USE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESPURPOSE. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION SUPPLYING PARTY MAKES NO OTHER WARRANTY REPRESENTATIONS OR REPRESENTATION WARRANTIES OF ANY KIND WITH RESPECT TO THE BULK MATERIALS OR FINISHED PRODUCTS, EITHER EXPRESS OR IMPLIEDAS THE CASE MAY BE. (c) The Supplying Party shall indemnify and hold the Receiving Party harmless from and against any and all liability, INCLUDING WITHOUT LIMITATIONdamage, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEloss, costs or expense (including, without limitation, attorneys' fees) arising out of Third Party claims based upon or arising out of the Supplying Party's negligence in the manufacture of Bulk Materials or Finished Products, as the case may be, or based upon or arising out of the Supplying Party's failure to comply fully with applicable governmental laws and regulations relating to the manufacture, sale to the Receiving Party and shipment of Bulk Materials or Finished Products, as the case may be. FAILURE To provide sufficient protection to the Receiving Party hereunder, the Supplying Party undertakes to obtain and maintain in effect during the entire period hereof, product liability insurance at least equal to that generally maintained by the Supplying Party for other pharmaceutical active ingredients, bulk materials or finished products manufactured by the Supplying Party, and to pay the premiums due thereunder, such policy covering the manufacture of the Bulk Materials or Finished Products, as the case may be, for supply to the Receiving Party. In the event of failure of payment of any premiums as and when due under such policy, the policy shall provide for notice to the Receiving Party, which shall have the right to effect payment directly of any such premiums, and shall then be entitled to invoice the Supplying Party for reimbursement of any such payment effected on its behalf. (d) In the event that Bulk Materials or Finished Products, as the case may be, or any portion thereof, should be alleged or proven not to meet the Specifications or other mandatory standards for same in the Territory, the Receiving Party shall notify the Supplying Party immediately and both Parties shall cooperate fully regarding the investigation and disposition of any such matter. If BMS should deem it appropriate to recall Product and such recall is due to any act, negligence or breach of warranty by Sano, then and in such event, Sano agrees to bear all reasonable direct costs associated with said recall, including without limitation, refund of the Purchase Price for such Product and the actual cost of conducting the recall in accordance with the recall guidelines of the applicable governmental authority. BMS shall bear all costs associated with any other Product recalls, including without limitation any recall deemed appropriate by BMS due to safety or efficacy concerns where it is ultimately determined that such Product recall was not warranted. (e) NOTWITHSTANDING ANYTHING IN THIS SECTION TO MAKE ANY CLAIM IN WRITINGTHE CONTRARY, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SUPPLYING PARTY SHALL NOT BE LIABLE FOR DIRECTANY INDIRECT, INDIRECTCONSEQUENTIAL, SPECIAL, INCIDENTAL, SPECIAL EXEMPLARY OR CONSEQUENTIAL PUNITIVE DAMAGES ARISING OUT OF ANY BREACH OF THE FIRST SENTENCE OF SECTION 6.4(A) ABOVE, EVEN IF THE SUPPLYING PARTY HAS BEEN ADVISED IN ADVANCE CONCERNING THE PROBABILITY OR LIKELIHOOD OF SUCH DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER(f) All limitations on the Receiving Party's remedies and the Supplying Party's liability shall survive the expiration, termination or cancellation of this Agreement.

Appears in 2 contracts

Sources: Distribution and Supply Agreement (Sano Corp), Distribution and Supply Agreement (Sano Corp)

Warranty. 10.1 8.1 The Seller warrants that the Airbus CBT is prepared in accordance with the state of art at the date of its conception. Should the Airbus CBT be found to contain any non-conformity or defect, the Buyer shall promptly notify the Seller thereof and the sole and exclusive liability of the Seller under this Clause 8.1 shall be to correct the same at its own expense. APPENDIX C TO CLAUSE 16 8.2 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL WARRANTIES, OBLIGATIONS AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER LIABILITIES OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY SELLER AND/OR ITS SUPPLIERS AND REMEDIES OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalBUYER SET FORTH IN AIRBUS CBT LICENCE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLAND THE BUYER HEREBY WAIVES, BY THE CORPORATION'S DECISIONRELEASES AND RENOUNCES, BE REPLACED OR REPAIREDALL OTHER WARRANTIES, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY OBLIGATIONS AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL LIABILITIES OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE CORPORATION MAKES NO OTHER WARRANTY BUYER AGAINST THE SELLER AND/OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER ITS SUPPLIERS EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTY AGAINST HIDDEN DEFECTS; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE SELLER'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED; AND (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR LOSS RESULTING FROM INABILITY TO USE DATA DELIVERED UNDER THIS AGREEMENT. THE PRODUCTSSELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, INCREASED OPERATING COSTS OR HOWSOEVER ARISING, FOR LOSS OF SALESUSE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CONSEQUENTIAL DAMAGES WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.ANY NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT. FOR THE PURPOSES OF THIS CLAUSE 8.2, "THE SELLER" SHALL INCLUDE THE SELLER AND ITS AFFILIATES. Clause 16 - 18/18 17 EQUIPMENT SUPPLIER PRODUCT SUPPORT

Appears in 2 contracts

Sources: Purchase Agreement (China Eastern Airlines Corp LTD), Purchase Agreement (China Eastern Airlines Corp LTD)

Warranty. 10.1 ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ warrants to Customer that the Hubble Services will be provided substantially in accordance with the Documentation for the relevant Subscription Period. The entire liability of ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ and the exclusive remedy of Customer for breach of this warranty is to terminate this Agreement in accordance with Section 20 and receive payments in accordance with Section 22. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇’S THIRD PARTY SUPPLIERS MAKE NO DIRECT WARRANTIES, EXPRESS OR IMPLIED, TO CUSTOMER UNDER THIS AGREEMENT. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ DOES NOT WARRANT THAT THE CORPORATION WARRANTS USE OF THE HUBBLE SERVICES AND SOFTWARE SHALL BE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED. TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLAW, WHEN PROPERLY MAINTAINED UNDER NORMAL USETHE FOREGOING WARRANTIES ARE EXCLUSIVE OF ALL OTHER WARRANTIES, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalWHETHER WRITTEN, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLORAL, BY THE CORPORATION'S DECISIONSTATUTORY, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, THAT MERCHANTABILITY, COURSE OF MERCHANTABILITY PERFORMANCE OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE ANY WARRANTIES RELATED TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY HUBBLE ACCELERATOR (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE EXCLUSIVE OF THE PRODUCTS SOFTWARE) ARE BETWEEN CUSTOMER AND AN ADMISSION ITS HARDWARE SUPPLIER OR THE HARDWARE MANUFACTURER AND ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ PROVIDES NO WARRANTY WITH REGARD TO THE HUBBLE ACCELERATOR HARDWARE. ANY RECOMMENDATIONS MADE BY ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ REGARDING THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS NUMBER OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY HUBBLE ACCELERATORS REQUIRED BY CUSTOMER TO USE THE PRODUCTSHUBBLE SERVICES ARE ESTIMATES ONLY, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGESBASED ON TYPICAL CONFIGURATIONS AND USAGE. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING MANY FACTORS NOT WITHIN THE WARRANTY PERIODCONTROL OF ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇. 10.5 ▇▇▇, SUCH AS PROCESSING VOLUMES, INTERNAL NETWORK INFRASTRUCTURE AND CAPACITY, AND USER BEHAVIOR CAN AFFECT THE FOREGOING CONSTITUTES PERFORMANCE OF THE DEALER'S SOLE AND EXCLUSIVE REMEDY HUBBLE ACCELERATOR AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT HUBBLE SERVICES. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ MAKES NO WARRANTY AS TO PRODUCTS FURNISHED HEREUNDERTHE ADEQUACY OR CAPACITY OF THE HUBBLE ACCELERATOR TO ATTAIN SOME OR ALL OF THE PERFORMANCE OBJECTIVES OF CUSTOMER.

Appears in 2 contracts

Sources: Terms of Service, Terms of Service

Warranty. 10.1 EXASOL warrants that the Software, when properly used, will operate in all material respects in conformity with the Documentation and this Agreement. Except as set out in this Agreement, in the event of non-conforming Software Customer's sole remedy and EXASOL's exclusive liability shall be, as applicable and at EXASOL's option, replacement of the affected Software or parts of Software at no additional charge, or a refund of the Fees paid. THIRD PARTY SOFTWARE (EXCLUDING EXASOL’s RELATED UNDERTAKINGS SOFTWARE) IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EXASOL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FITNESS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE PARTICULAR PURPOSE, AND WHETHER ARISING BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION STATUTE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND LAW WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS SOFTWARE AND DOCUMENTATION. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM ALL ERRORS IN WRITINGTHE SOFTWARE WILL BE CORRECTED, OR WITHIN THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SOFTWARE'S FUNCTIONALITY WILL MEET ALL CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES HIS RESPONSIBILITY TO REGULARLY AND INDEPENDENTLY BACK UP DATA MAINTAINED ON THE CLUSTER USING THE SOFTWARE. THE PROPER BACK UP FREQUENCY SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BE DETERMINED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CUSTOMER WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERTHE RELATIVE IMPORTANCE AND VALUE OF THE DATA IN QUESTION. If upon request or demand by the Customer EXASOL undertakes work of any substantial form for identifying, locating and repairing errors, which does not fall within EXASOL’s sphere of responsibility (as set out in part 3 “MAINTENANCE” below), EXASOL shall be entitled to invoice Customer for such work at EXASOL then current rates. EXASOL shall seek written permission from the Customer prior to commencing work of this nature.

Appears in 2 contracts

Sources: Software License and Services Agreement, Software Subscription License and Services Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPCOMET warrants to the Customer that (i) the COMET System shall perform in all material respects in accordance with the written specifications provided by COMET, WHEN PROPERLY MAINTAINED UNDER NORMAL USEand (ii) all services provided to the Customer shall be performed in a competent, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Globaldiligent, Inc. Non-Exclusive Dealer and workmanlike manner in accordance with the terms of the Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR SET FORTH IN THIS SECTION 11 IS THE CONTROLLER SHALL BECOME VOIDED IF ONLY WARRANTY MADE BY COMET. COMET EXPRESSLY DISCLAIMS, AND THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTIES, EITHER EXPRESS EXPRESSED OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION, THAT NONINFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE COMET DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY CLAIM IN WRITINGREPRESENTATIONS THAT THE COMET SYSTEM OR ANY SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE COMET SYSTEM OR ANY SERVICE AND/OR THEIR RESPECTIVE USE WILL BE UNINTERRUPTED OR ERROR-FREE, OR WITHIN THAT DEFECTS IN THE THIRTY (30) DAY PERIOD SET FORTH ABOVECOMET SYSTEM OR ANY SERVICE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF IF ANY, WILL BE CORRECTED. COMET ALSO EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED, PERTAINING TO ANY SUGGESTIONS, INTERVENTIONS, RECOMMENDATIONS OR PRESCRIPTIONS MADE BY, THROUGH OR RELATING TO THE PRODUCTS COMET SYSTEM. THE CUSTOMER ACKNOWLEDGES AND AN ADMISSION BY THE DEALER UNDERSTANDS THAT SUCH SUGGESTIONS, INTERVENTIONS, RECOMMENDATIONS AND PRESCRIPTIONS ARE GENERIC IN NATURE AND THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSCUSTOMER, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT(OR ITS AUTHORIZED USERS, INDIRECTEMPLOYEES, INCIDENTALPROFESSIONALS, SPECIAL CONTRACTORS, AGENTS OR CONSEQUENTIAL DAMAGESAFFILIATES), UNDER ANY CIRCUMSTANCESMUST EXERCISE ITS OWN PROFESSIONAL JUDGMENT IN EACH CASE, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT CUSTOMER AGREES TO PRODUCTS FURNISHED HEREUNDERASSUME ANY AND ALL LIABILITY ARISING OUT OF OR RELATED TO SUCH SUGGESTIONS, INTERVENTIONS, RECOMMENDATIONS OR PRESCRIPTIONS.

Appears in 2 contracts

Sources: Master Service Agreement, Master Service Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP8.1. DISTRIBUTOR shall pass on to its customers ASTC's standard Limited Warranty as set forth here, WHEN PROPERLY MAINTAINED UNDER NORMAL USEincluding the limitations set forth in subsections 8.2 and 8.3 immediately below. 3DSCOPE-TM- products are warranted for a period of one year from the date of shipment, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")with exceptions as noted, to be free from defects in material and workmanship. A COPY OF THE WARRANTY IS ATTACHED HERETO AS three (3) month warranty exists for the Light Guide, video peripherals and Replacement Lamp. No warranty EXHIBIT "C" Ciralight GlobalA exists for Stereo Eyewear. The Warranty is limited to the repair or replacement of the product, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLat the discretion American Surgical Technology Corporation, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSwithout charge when returned to the appropriate service facility. American Surgical Technologies Corporation warrants that the equipment is fit for the purposes and indications described in the labeling when used in accordance with the directions for use. Unless the equipment is used in accordance with such instructions this warranty is void and of no effect. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS OTHER EXPRESSED OR IMPLIED WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDEXISTS, INCLUDING WITHOUT LIMITATION, THAT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITINGTHE COMPANY WILL NOT BE LIABLE FOR PROXIMATE, INCIDENTAL OR WITHIN CONSEQUENTIAL DAMAGES. This warranty does not cover abnormal wear and tear or damage caused by misuse modifications, recalibrations, abuse or service by other than an authorized Company representative. 8.2. EXCEPT FOR THE THIRTY (30) DAY PERIOD EXPRESS WARRANTY SET FORTH ABOVE, ASTC GRANTS NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY STATUTE OR OTHERWISE REGARDING THE ASTC PRODUCTS, THEIR FITNESS FOR ANY PURPOSE, THEIR QUALITY, THEIR MERCHANTABILITY OR OTHERWISE. 8.3. ASTC LIABILITY UNDER THE AFORESAID WARRANTY SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE BE LIMITED TO A REFUND OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALERCUSTOMER'S PURCHASE ORDERPRICE. THE CORPORATION IN NO EVENT SHALL NOT ASTC BE LIABLE FOR DIRECTTHE COST OF PROCUREMENT OF SUBSTANTIVE GOODS BY THE CUSTOMER OR FOR ANY SPECIAL, INDIRECTCONSEQUENTIAL, INCIDENTALOR INCIDENTAL DAMAGES FOR BREACH OF WARRANTY. 8.4. NOTWITHSTANDING ANY OF THE ABOVE PROVISIONS, SPECIAL ASTC SHALL BE RESPONSIBLE FOR CLAIMS OF THIRD PARTIES OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY DAMAGES ALLEGED TO BE SUFFERED BY REASON OF THEIR USE THE OF PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESPROVIDED THE DAMAGES ARE NOT DUE TO ANY DEFAULT, NEGLIGENCE, MISREPRESENTATION, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODACT OR MISSION OF DISTRIBUTOR PROVIDED THAT DISTRIBUTOR HAS GIVEN ASTC PROMPT NOTICE OF ANY SUCH CLAIM. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: International Distribution Agreement (Vista Medical Technologies Inc), International Distribution Agreement (Vista Medical Technologies Inc)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12A) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")LIMITED WARRANTY. Each party warrants that it has the necessary rights to enter into this Agreement. Customer warrants that it will not take any action inconsistent with GlobalEnglish’s ownership rights in the Services. GlobalEnglish and its suppliers are not responsible for compatibility problems of any computer hardware or operating system with which the Services will be accessed and utilized. Customer shall be responsible for ensuring that its systems and equipment meet GlobalEnglish’s minimum technical requirements. A COPY list of GlobalEnglish’s standard minimum requirements is available upon request. GlobalEnglish further warrants that to the best of its knowledge, at the time of delivery to Customer from GlobalEnglish, the Downloaded Services (in the form delivered from GlobalEnglish to Customer) contains no authorization codes, computer viruses, spyware, time bombs, worms, or other contaminants intended to modify, monitor, damage, or disable Customer’s computer systems. (B) DISCLAIMERS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF THE ANY KIND. GLOBALENGLISH, ITS SUPPLIERS AND LICENSORS MAKE NO WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE CONNECTION WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 SUBJECT MATTER OF THIS WARRANTY DOES NOT APPLY TO AGREEMENT AND HEREBY DISCLAIM ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEAND ALL REPRESENTATIONS, ABUSEWARRANTIES, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWHETHER EXPRESS, EITHER EXPRESS OR IMPLIED, INCLUDING STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATIONLIMITATION ANY WARRANTIES OF MERCHANTABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, SATISFACTORY RESULTS, NON- INFRINGEMENT, OR WITHIN TITLE, TO THE THIRTY (30MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Further, GlobalEnglish and its suppliers make no warranty about the suitability of the Services or content for any purpose and do not warrant that the Services, including Services specified in each Order, will meet Customer’s requirements. GlobalEnglish does not warrant that the operation of the Services or access to the GlobalEnglish website(s) DAY PERIOD SET FORTH ABOVEwill be uninterrupted or error-free. Customer acknowledges and agrees that Services in an Order may be subject to limitations, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSdelays, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERand other problems inherent in the use of Internet applications and electronic communications. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECTGlobalEnglish is not responsible for any such delays, INDIRECTdelivery failures, INCIDENTALor any other damage resulting from events beyond GlobalEnglish’s reasonable control, SPECIAL OR CONSEQUENTIAL DAMAGESwithout regard to whether such events are reasonably foreseeable by GlobalEnglish. Customer agrees that GlobalEnglish is not responsible for any third party content that may form part of the Services. GlobalEnglish does not monitor groups, UNDER ANY CIRCUMSTANCESchat rooms or message boards as a matter of policy, INCLUDINGbut it retains the right to remove content. The Services may contain links to websites operated by other parties, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGESwhich are provided for convenience only; Customer agrees that GlobalEnglish is not responsible for the availability or contents of such websites. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODCustomer agrees that the Services purchased hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by GlobalEnglish regarding future functionality or features of the Services. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Master Subscription Agreement, Master Subscription Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPATL represents that it has the right to transfer to SonoSight its rights to the Handheld Technology as set forth in this Agreement, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")and the right to grant to SonoSight the right to use the ATL Technology under the terms and conditions in this Agreement. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION ATL MAKES NO OTHER REPRESENTATION OR WARRANTY CONCERNING THE HANDHELD TECHNOLOGY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSATL TECHNOLOGY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE ATL MAKES NO WARRANTY CONCERNING SONOSIGHT'S ABILITY TO MAKE ANY CLAIM IN WRITINGDEVICES OR PRODUCTS INCLUDING HANDHELD ULTRASOUND DEVICES USING THE HANDHELD TECHNOLOGY OR THE ATL TECHNOLOGY, INCLUDING ANY WARRANTY THAT THE HANDHELD TECHNOLOGY OR THE ATL TECHNOLOGY IS ERROR FREE OR THAT THE HANDHELD TECHNOLOGY OR THE ATL TECHNOLOGY WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADE SECRET, OR WITHIN OTHER RIGHTS OF ANY THIRD PARTY. SonoSight represents that it has the right to grant to ATL the right to use the Handheld Technology and the SonoSight Technology under the terms and conditions in this Agreement. SONOSIGHT MAKES NO OTHER REPRESENTATION OR WARRANTY CONCERNING THE THIRTY (30) DAY PERIOD SET FORTH ABOVEHANDHELD TECHNOLOGY OR THE SONOSIGHT TECHNOLOGY, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SONOSIGHT MAKES NO WARRANTY CONCERNING ATL'S ABILITY TO MAKE ANY PRODUCTS USING THE PRODUCTS AND AN ADMISSION BY HANDHELD TECHNOLOGY OR THE DEALER SONOSIGHT TECHNOLOGY, INCLUDING ANY WARRANTY THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSHANDHELD TECHNOLOGY OR THE SONOSIGHT TECHNOLOGY IS ERROR FREE OR THAT THE HANDHELD TECHNOLOGY OR THE SONOSIGHT TECHNOLOGY WILL NOT INFRINGE ANY PATENT, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECTCOPYRIGHT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESTRADE SECRET, OR OTHER RIGHTS OF ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODTHIRD PARTY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Technology Transfer and License Agreement (Sonosight Inc), Technology Transfer and License Agreement (Sonosight Inc)

Warranty. 10.1 A. Builder will provide warranty coverage on the Improvements to Buyer pursuant to the attached and incorporated Express Limited Home Warranty. BUILDER AGREES TO COMPLY WITH THE CORPORATION WARRANTS EXPRESS LIMITED HOME WARRANTY AS ITS EXPRESS CONTRACTUAL WARRANTY. UNLESS BUILDER HAS ALSO ELECTED TO PROVIDE A THIRD-PARTY WARRANTY, BUILDER AND BUYER AGREE THAT THE DEALER EACH PRODUCT SOLD BY IT EXPRESS LIMITED HOME WARRANTY CONSTITUTES THE EXCLUSIVE WARRANTY TO BE FREE FROM DEFECTS MADE AVAILABLE BY BUILDER AND IS IN MATERIAL PLACE OF AND WORKMANSHIPSUPERSEDES AND PRECLUDES ALL OTHER GUARANTIES OR WARRANTIES, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TOTO WARRANTIES OF PERFORMANCE, DAMAGE WORKMANSHIP, REPAIR, MODIFICATION, MERCHANTABILITY, SUITABILITY AND FITNESS. ANY AND ALL IMPLIED WARRANTIES ARE HEREBY DISCLAIMED BY BUILDER AND WAIVED BY BUYER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF GOOD AND WORKMANLIKE REPAIR OR LOSS RESULTING FROM INABILITY TO USE MODIFICATION OF EXISTING TANGIBLE GOODS OR PROPERTY AND THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS IMPLIED WARRANTY OF SALES, OR ANY OTHER DAMAGESGOOD AND WORKMANLIKE CONSTRUCTION. TO MAKE A CLAIM UNDER THIS THE PARTIES AGREE THAT THE EXPRESS LIMITED HOME WARRANTY AND THIRD-PARTY WARRANTY, DEALER MUST NOTIFY IF APPLICABLE, ADEQUATELY SET FORTH THE CORPORATION IN WRITING WITHIN MANNER, PERFORMANCE, AND QUALITY OF THE WARRANTY PERIODCONSTRUCTION OF THE HOME AND IMPROVEMENTS AND SERVICES TO BE PERFORMED. Buyer acknowledges, understands, and agrees that the terms of the Express Limited Home Warranty and Third-Party Warranty, if applicable, are clear, specific, and sufficiently detailed to establish the only standards of construction performance or service that Builder or Warrantor are obligated to meet. The Parties agree that this Express Limited Home Warranty will control any warranty, workmanship, material, or any other defect claims regarding the Property or Improvements. For items in need of repair under the Express Limited Home Warranty, the Parties agree that Builder shall have the sole right to determine the means, method, and manner of repair to be implemented. In the event that the Express Limited Home Warranty or the Third-Party Warranty do not specify a building or performance standard for the identified item, the usual and customary industry standards for similar improvements in the geographic region shall govern. In short, the Express Limited Home Warranty provides warranty coverage on the Improvements for one (1) year for workmanship and materials, two (2) years for plumbing, electrical, heating, and air-conditioning delivery systems, and ten (10) years for major structural components of the Improvements. Under no circumstance is any landscaping, whether currently existing trees, plants, or grass on the subject property, or any of those installed by Builder, warranted by the Express Limited Home Warranty or any other warranty. Builder and Buyer agree that no warranty of any kind exists on landscaping in consideration for issuance of the Express Limited Home Warranty and any Third-Party Warranty. It is incumbent upon the Buyer to properly maintain and care for any landscaping. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERB. Builder will will not also provide a third-party warranty (Third-Party Warranty) provided through a third- party warranty company. If a Third-Party Warranty is provided, Buyer shall first file and pursue any claim that may be covered by the Third-Party Warranty with the third-party warranty company prior to making any warranty claim against Builder under the Express Limited Home Warranty. C. Builder shall construct the Improvements in a manner that passes all applicable municipal or county inspections; passage of such inspections indicates compliance with applicable codes and standards. Failure to meet an applicable code or standard by itself for any element of the Improvements does not give rise to strict liability and it is not negligence per se, breach of contract or breach of warranty and does not create a cause of action or warranty claim against Builder. A claim or allegation that there is a failure to meet applicable code must be accompanied by (1) actual physical damage resulting from that failure or violation of code to the Property or Improvements, or (2) an immediate threat to the health and safety for the occupants or invitees. Builder shall not be required to utilize any repair method that would result in economic waste or be required to repair items or areas that are not damaged. D. Any Manufactured Product warranties will be assigned, without recourse, to Buyer upon payment of the Total Sales Price. This assignment shall be evidenced by Builder’s execution and delivery to Buyer of the “Assignment of Manufactured Product Warranties”. Buyer understands and agrees that proper maintenance of the Improvements is required to ensure (i) the Express Limited Home Warranty and Third-Party Warranty, if applicable remains in effect, and (ii) the proper performance of the Improvements.

Appears in 2 contracts

Sources: Residential Completed Home Contract, Residential Completed Home Contract

Warranty. 10.1 THE CORPORATION WARRANTS Beechwood warrants that the Licensed Program will perform substantially as set forth in the documentation during the Warranty Period as specified in Exhibit A. 10.2 TO THE DEALER EACH PRODUCT SOLD FULL EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL LAW. Beechwood HEREBY DISCLAIMS ANY CONDITIONS, PROMISES, REPRESENTATIONS, AND WORKMANSHIPWARRANTIES, WHEN PROPERLY MAINTAINED UNDER NORMAL USEWHETHER IMPOSED BY STATUTE OR BY OPERATION OF LAW OR OTHERWISE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSLICENSED PROGRAM, EITHER EXPRESS INCLUDING ITS CONFORMITY TO ANY REPRESENTATIONS OR IMPLIEDDESCRIPTIONS NOT EXPRESSLY SET OUT HEREIN, Beechwood HEREBY DISCLAIMS THE EXISTENCE OF ANY OTHER WARRANTIES OR CONDITIONS WHATSOEVER INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Beechwood, ITS AGENTS OR REPRESENTATIVES SHALL CREATE A WARRANTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. 10.3 Nothing in this Agreement is intended or shall be construed as excluding or modifying any statutory rights, warranties or conditions which are applicable to this Agreement or the software supplied hereunder by virtue of any national or state Fair Trading, Trade Practices or other consumer legislation and which may not be modified or excluded. If permitted by such legislation, however, Beechwood's liability for any breach of any such warranty or condition shall be and is hereby limited to, as Licensee's exclusive and sole remedy for any breach of warranty for which Beechwood may be responsible, return of any License Fees paid to Beechwood by Licensee. 10.4 IN NO EVENT SHALL Beechwood BE LIABLE FOR ANY LOSS OF PROFIT, ANY INCIDENTAL, SPECIAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES; (INCLUDING WITHOUT LIMITATION, THAT DAMAGES FOR LOSS OF MERCHANTABILITY BUSINESS PROFITS, BUSINESS INTERRUPTION, AND LOSS OF BUSINESS INFORMATION OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, COMPUTER PROGRAMS OR WITHIN THE THIRTY (30BUSINESS RECORDS) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE EVEN IF Beechwood HAS BEEN ADVISED OF THE PRODUCTS POSSIBILITY OF SUCH CLAIMS OR DEMANDS, THE LIMITATION UPON DAMAGES AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSCLAIMS INTENDED TO APPLY WITHOUT REGARD TO WHICH OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE. In any event the cumulative liability of any party to Licensee for all claims related to the Licensed Program and this Agreement whether in contract, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT?????, INDIRECTstrict liability or otherwise, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODshall not exceed the License Fee paid to Beechwood hereunder. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERThis warranty and limitation of liability reflects an allocation of risk between the parties as is permitted by the Uniform Commercial Code as adopted in New Jersey, U.S.A. 10.6 In any event the cumulative liability of any party to Licensee for all claims related to the Licensed Program and this Agreement, whether in contract, ????, or strict liability, shall not exceed the total amount of License Fee paid to Beechwood hereunder.

Appears in 2 contracts

Sources: End User License Agreement (Vic RMTS Dc LLC), End User License Agreement (Vic RMTS Dc LLC)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP9.1 Digital Sandbox will render all Services in a professional manner in accordance with generally accepted industry standards and the terms of Exhibit B. Digital Sandbox warrants that the Licensed Software will perform substantially in accordance with the Documentation during the term of the applicable Order Form. Digital Sandbox does not warrant that the operation of the software will be uninterrupted or error free. Digital Sandbox shall correct material Documentation errors by including such correction in its next release of such Documentation. To the best knowledge of Digital Sandbox, WHEN PROPERLY MAINTAINED UNDER NORMAL USEthe Hosted Services do not contain viruses, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Globaltrojan horses, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLworms, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONtime bombs or cancel bots. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE9.2 Digital Sandbox’s warranty will be void if any failure has resulted from unauthorized modification, ABUSEmisuse, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASONaccident, abuse, or misapplication of the Licensed Software or the Hosted Services by any party other than Digital Sandbox. 10.4 THE CORPORATION MAKES NO 9.3 DIGITAL SANDBOX DISCLAIMS ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE AND NONINFRINGEMENT, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERTHE LICENSED SOFTWARE, THE SERVICES, THE PRE-EXISTING WORKS, THE CUSTOMIZED REPORTS AND THE DOCUMENTATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LICENSED SOFTWARE, THE SERVICES AND THE CUSTOMIZED REPORTS ARE PROVIDED “AS IS” AND ARE DESIGNED TO BE TOOLS TO ASSIST IT IN EVALUATING VULNERABILITIES, THREATS AND RISKS TO ITS ASSETS, INFRASTRUCTURE AND SYSTEMS. DIGITAL SANDBOX MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY, TIMELINESS OR COMPLETENESS OF ANY OF THE CUSTOMIZED REPORTS, THE SERVICES OR ANY DATA GENERATED BY THE LICENSED SOFTWARE, OR THAT LICENSED SOFTWARE, THE SERVICES OR THE CUSTOMIZED REPORTS WILL OPERATE ERROR FREE OR UNINTERRUPTED OR WILL ACCURATELY PREDICT OR IDENTIFY ALL VULNERABILITIES, THREATS OR THE RISK EXPOSURE OF CUSTOMER’S ASSETS, INFRASTRUCTURE OR SYSTEMS OR PROPERLY CHARACTERIZE THE SEVERITY OF SUCH VULNERABILITY, THREAT OR RISK. CUSTOMER IS SOLELY RESPONSIBLE AND LIABLE FOR VERIFYING THE SECURITY, ACCURACY AND ADEQUACY OF ANY OUTPUT FROM THE LICENSED SOFTWARE OR THE INFORMATION CONTAINED IN A CUSTOMIZED REPORT, AND FOR ANY RELIANCE THEREON. CUSTOMER AGREES TO BACKUP ALL DATA RESIDING ON DIGITAL SANDBOX’S SYSTEMS.

Appears in 2 contracts

Sources: Master Subscription Agreement, Master Subscription Agreement

Warranty. 10.1 SELLER EXPRESSLY WARRANTS THAT ALL PRODUCTS WILL BE (I) IN STRICT CONFORMANCE WITH ALL APPLICABLE SPECIFICATIONS, DRAWINGS, INSTRUCTIONS, DATA, SAMPLES, AND STANDARDS SPECIFIED BY THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE COMPANY, (II) MERCHANTABLE, FREE FROM DEFECTS IN DESIGN, MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE(III) AS DESCRIBED AND ADVERTISED, OF GOOD QUALITY, FIT FOR A PERIOD THE INTENDED PURPOSES (OF TWELVE WHICH SELLER ACKNOWLEDGES AND WARRANTS THAT IT IS FULLY AWARE), (12IV) MONTHS COMPOSED OF ALL NEW COMPONENTS, (V) FREE FROM ALL LIENS, ENCUMBRANCES AND ANY ACTUAL OR CLAIMED PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT, AND (VI) MANUFACTURED IN COMPLIANCE WITH ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS, REGULATIONS OR ORDERS, AND AGENCY OR ASSOCIATION STANDARDS OR OTHER STANDARDS APPLICABLE TO THE DATE OF PURCHASE BY THE DEALER MANUFACTURE, LABELING, TRANSPORTING, LICENSING, APPROVAL OR CERTIFICATION OF THE PRODUCT (PRODUCTS. THESE WARRANTIES ARE IN ADDITION TO ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WHICH MAY BE APPLICABLE. COMPANY’S APPROVAL OF SELLER’S DESIGN, MATERIAL, PROCESS, DRAWING, SPECIFICATIONS OR THE AWARRANTY PERIOD"). A COPY LIKE WILL NOT BE CONSTRUED TO RELIEVE SELLER OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION WARRANTIES SET FORTH HEREIN. LIMITATIONS ON COMPANY’S REMEDIES (OR WHICH ARE DEFECTIVE DISCLAIMERS OF WARRANTIES) IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING DOCUMENTS OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGSELLER, OR WITHIN THE THIRTY OTHERWISE, WOULD BE MATERIAL TO THIS CONTRACT AND WILL NOT BE EFFECTIVE AND ARE HEREBY OBJECTED TO AND REJECTED. ALL WARRANTIES AND OTHER PROVISIONS OF THIS SECTION WILL (30A) DAY PERIOD SET FORTH ABOVESURVIVE INSPECTION OR ACCEPTANCE OF, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE PAYMENT FOR, AND USE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSCOMPLETION, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESTERMINATION, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER CANCELLATION OF THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.CONTRACT,

Appears in 2 contracts

Sources: Terms and Conditions for Purchase of Products, Terms and Conditions for Purchase of Products

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP8.1 CETENA guarantees that the CETENA’s Software will operate in substantial compliance with the features and performance indicated in the Documentation for the entire Warranty Period (the “Warranty”). 8.2 During the Warranty Period CETENA obligations shall be limited to the restoration of the CETENA Software to its normal operating conditions, WHEN PROPERLY MAINTAINED UNDER NORMAL USEas per Paragraph 8.1 above. 8.3 In respect of the Hardware and the Third-Party Software, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Globalas well as of any hardware or physical support on which the CETENA’s Software is installed, Inc. Non-Exclusive Dealer Agreementthe warranty provided for by the relevant manufacturers, as indicated in Purchase Order will be applied. 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT 8.4 EXCEPT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED LIMITED WARRANTY PROVIDED THAT DEALER NOTIFIES THE CORPORATION FOR IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY ARTICLE 8, CETENA DOES NOT APPLY TO MAKE ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEWARRANTY, ABUSE, NEGLIGENCE CONDITION OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION COMMITMENT OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY WARRANTIES, CONDITIONS OR OTHER COMMITMENT CONCERNING SYSTEM INTEGRATION, DATA ACCURACY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR USEPURPOSE OR SATISFACTORY QUALITY OF THE PRODUCTS. FAILURE THE CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE AGREEMENT HAVE BEEN MADE WITH RESPECT TO MAKE THE PRODUCTS, AND THAT THE CUSTOMER HAS NOT RELIED ON ANY CLAIM REPRESENTATION NOT EXPRESSLY SET OUT IN WRITINGTHE AGREEMENT. WITHOUT LIMITING THE FOREGOING, CETENA DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER'S REQUIREMENTS OR WITHIN THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, THE CUSTOMER ACKNOWLEDGES AND AN ADMISSION BY AGREES THAT CETENA HAS NO CONTROL OVER THE DEALER INTERNET, AND THAT CETENA IS NOT LIABLE FOR THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS DISCONTINUANCE OF DEALER'S PURCHASE ORDEROPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE PRODUCTS. THE CORPORATION PROVISIONS OF THIS PARAGRAPH SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAPPLICABLE LAW. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER8.5 The CUSTOMER acknowledges and agrees that the performance and functioning of the Products may vary with equipment and telecommunication links with which they are used. Therefore, the CUSTOMER shall be solely responsible for making the appropriate checks in respect of the systems/software solutions required to duly support the use of the Products. 8.6 The CUSTOMER acknowledges and accepts that the outputs of the Products shall not, under any circumstances, be considered equivalent to a legal or professional advice in respect of any matter on which advice is, should or could be sought.

Appears in 2 contracts

Sources: General Agreement, General Agreement

Warranty. 10.1 Unless Siemens agrees in a separate writing to provide an exception to this warranty disclaimer with respect to the LICENSED SOFTWARE, Siemens shall be only liable for defects and any violation of property rights, as set forth in this Clause 9. a) YOU ACKNOWLEDGE THE CORPORATION WARRANTS TO LICENSED SOFTWARE IS PROVIDED “AS IS”, THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLICENSOR DOES NOT WARRANT THAT (i) THE LICENSED SOFTWARE SHALL SATISFY YOUR OR THE CUSTOMER’S OWN SPECIFIC REQUIREMENTS, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12ii) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER COPIES OF THE PRODUCT LICENSED SOFTWARE OTHER THAN THOSE PROVIDED OR AUTHORIZED BY LICENSOR SHALL POSSESS FUNCTIONAL INTEGRITY, OR (iii) THAT THE AWARRANTY PERIOD"). A COPY OPERATION OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. NonLICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONFREE. 10.3 THIS WARRANTY DOES NOT APPLY TO b) NEITHER SIEMENS NOR ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEOF THEIR LICENSORS (IF ANY) MAKE ANY REPRESENTATIONS OR WARRANTIES, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE OR THAT THE LICENSED SOFTWARE WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS OR OTHER RIGHTS. FAILURE TO MAKE THERE IS NO WARRANTY BY SIEMENS OR THEIR LICENSORS OR BY ANY CLAIM OTHER PARTY THAT THE FUNCTIONS CONTAINED IN WRITING, THE LICENSED SOFTWARE WILL MEET YOUR REQUIREMENTS OR WITHIN THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OPERATION OF THE PRODUCTS LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY A SIEMENS REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY AFFECT THIS DISCLAIMER. YOU ASSUME ALL RESPONSIBILITY TO ACHIEVE YOUR INTENDED RESULTS AND AN ADMISSION BY FOR THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSINSTALLATION, CONDITIONS USE, AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING RESULTS OBTAINED FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODIT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERc) Any further rights and remedies than those as per this Clause 9 (in particular Your right to claim damages) based on a defect or a violation of property rights shall be excluded. This exclusion shall not apply in the event of gross negligence, unlawful intent or insofar as mandatory law provides otherwise.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS Arista warrants to Customer, during the applicable Subscription Period, the Subscription Services will perform materially in accordance with the applicable the Documentation. The sole and exclusive remedy of Customer, and the entire liability of Arista, under this limited warranty is described below in this Section 6. EXCEPT AS SPECIFIED IN MATERIAL AND WORKMANSHIPTHIS SUBSCRIPTION AGREEMENT, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION ARISTA MAKES NO WARRANTIES AND HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTIES, EITHER WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR USEPURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, USAGE OF TRADE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER CUSTOMER MUST NOTIFY THE CORPORATION ARISTA IN WRITING WITHIN PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES DURING THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S . CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT ARISTA’S OPTION, CORRECTION OF THE SUBSCRIPTION SERVICES, OR TERMINATION OF THE APPLICABLE SUBSCRIPTION SERVICES AND RETURN OF THE CORPORATION'S SOLE OBLIGATION WITH RESPECT UNEARNED PORTION OF THE FEES PREPAID TO PRODUCTS FURNISHED HEREUNDERARISTA BY CUSTOMER FOR SUCH NON-CONFORMING SUBSCRIPTION SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. Arista and its licensors do not warrant that (a) the Subscription Service will meet Customer’s needs or requirements, (b) access to or the operation of the Subscription Service will be uninterrupted or error-free, (c) the Subscription Service will be always available or available at any particular time, or (d) defects in the Subscription Service will be corrected.

Appears in 2 contracts

Sources: Cloud Services Subscription Agreement, Cloud Services Subscription Agreement

Warranty. 10.1 Seller warrants goods manufactured by it will be free from defects in material and workmanship for one (1) year following the date of shipment. If any of the Goods are found by Seller to be defective, such Goods will, at the Seller's option, be replaced or repaired at Seller's cost. The parties hereto expressly agree that ▇▇▇▇▇'s sole and exclusive remedy against the Seller shall be for the repair or replacement of defective Goods as provided herein. The exclusive remedy shall not be deemed to have failed of its essential purpose so long as the seller is willing and able to repair or replace defective Goods in the prescribed manner. THE CORPORATION WARRANTS FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE NOT EXPRESSLY SET FORTH HEREIN. NO AFFIRMATION OF SELLER, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THIS SECTION 3 OR IN THE ADDITIONAL WARRANTY PROVIDED BY SELLER WITH RESPECT TO THE DEALER EACH PRODUCT ITS MAGNICATOR II PRODUCTS AND ACCESSORIES (pages 5 - 6), SHALL CONSTITUTE A WARRANTY. GOODS WHICH MAY BE SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPSELLER BUT WHICH ARE NOT MANUFACTURED BY SELLER ARE NOT WARRANTED BY SELLER, WHEN PROPERLY MAINTAINED UNDER NORMAL USEBUT ARE SOLD ONLY WITH THE WARRANTIES, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER IF ANY, OF THE PRODUCT (THE AWARRANTY PERIOD")MANUFACTURERS THEREOF. A COPY OF THE THIS WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalDOES NOT COVER LABOR OR OTHER COSTS OR EXPENSES TO REMOVE OR INSTALL ANY DEFECTIVE, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION REPAIRED OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATIONREPLACED GOODS. SELLER'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT GOODS WHICH HAS HAVE BEEN SUBJECTED TO MISUSE, ABUSEMISHANDLING, NEGLIGENCE MISAPPLICATION, NEGLECT (INCLUDING BUT NOT LIMITED TO IMPROPER MAINTENANCE), ACCIDENT, IMPROPER INSTALLATION, MODIFICATION (INCLUDING BUT NOT LIMITED TO USE OF UNAUTHORIZED PARTS OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGATTACHMENTS), OR WITHIN THE THIRTY ADJUSTMENT OR REPAIR PERFORMED BY ANYONE OTHER THAN SELLER OR ONE OF SELLERS AUTHORIZED AGENTS. Any claim by ▇▇▇▇▇ with reference to the goods sold hereunder shall be deemed waived by the Buyer unless submitted in writing to Seller within the earlier of (i) thirty (30) DAY PERIOD SET FORTH ABOVEdays following the date Buyer discovered or by reasonable inspection should have discovered, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSany claimed breach of the foregoing warranty, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERor (ii) thirteen (13) months following the date of shipment. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECTAny cause of action for breach of the foregoing warranty shall be brought within one year from the date the alleged breach was discovered or should have been discovered, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODwhichever occurs first. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Terms and Conditions, Terms and Conditions

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP6.1 CETENA guarantees that the Software will operate in substantial compliance with the features and performance indicated in the Documentation for the entire Warranty Period (the “Warranty”). 6.2 During the Warranty Period CETENA obligations shall be limited to the restoration of the Software to its normal operating conditions, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreementas per above Paragraph 6.1. 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT 6.3 EXCEPT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED LIMITED WARRANTY PROVIDED THAT DEALER NOTIFIES THE CORPORATION FOR IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY SECTION, CETENA DOES NOT APPLY TO MAKE ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEWARRANTY, ABUSE, NEGLIGENCE CONDITION OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION COMMITMENT OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY WARRANTIES, CONDITIONS OR OTHER COMMITMENT CONCERNING SYSTEM INTEGRATION, TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, PURPOSE OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE SATISFACTORY QUALITY OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERSOFTWARE. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE CUSTOMER ACKNOWLEDGES THAT NO REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION AGREEMENT HAVE BEEN MADE WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERTHE SOFTWARE, AND THAT THE CUSTOMER HAS NOT RELIED ON ANY REPRESENTATION NOT EXPRESSLY SET OUT IN THE AGREEMENT. WITHOUT LIMITING THE FOREGOING, CETENA DOES NOT WARRANT THAT THE SOFTWARE WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, THE CUSTOMER ACKNOWLEDGES AND AGREES THAT CETENA HAS NO CONTROL OVER THE INTERNET, AND THAT CETENA IS NOT LIABLE FOR THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SOFTWARE. THE PROVISIONS OF THIS PARAGRAPH SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW. 6.4 The CUSTOMER acknowledges and agrees that the performance of the Software may vary with equipment and telecommunication links with which it is used. The CUSTOMER shall therefore be solely responsible for making the appropriate checks in respect of the systems/software solutions required to duly support the use of the Software. 6.5 Any hardware or physical support on which the Software is installed is exclusively subject to the warranties provided by the relevant manufacturers. CETENA does not provide any warranty, nor does undertake any maintenance obligations, in respect of such components.

Appears in 2 contracts

Sources: General Agreement, General Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP(A) Right Stuff represents and warrants that the Service and any maintenance services (collectively referred to as the “Services”) performed under this Agreement shall be performed in a professional and workmanlike manner, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer and the Services will be performed and operated in accordance with its obligations as defined by this Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE(B) Licensee expressly agrees that use of the Service is at Licensee’s risk. Neither Right Stuff, ABUSEits employees, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASONaffiliates, agents, third-party information providers, merchants, licensors or the like, warranty that the Service will not be interrupted or error-free; nor does Right Stuff make any warranty as to the results that may be obtained from the use of the Service or as to the accuracy, reliability or content of any information serviced or merchandise contained in or provided through the Service, unless otherwise expressly stated in this Agreement. 10.4 THE CORPORATION MAKES NO OTHER (C) RIGHT STUFF DISCLAIMS ANY WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR USE. FAILURE TO MAKE PURPOSE AND WILL NOT BE RESPONSIBLE FOR ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION DAMAGES THAT MAY BE SUFFERED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, LICENSEE INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS OF DATA RESULTING FROM INABILITY DELAYS, NONDELIVERIES OR SERVICE INTERRUPTIONS BY ANY CAUSE OR ERRORS OR OMISSIONS OF THE LICENSEE. USE OF ANY INFORMATION OBTAINED BY WAY OF RIGHT STUFF IS AT THE LICENSEE'S OWN RISK, AND RIGHT STUFF SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES. RIGHT STUFF EXPRESSLY LIMITS ITS DAMAGES TO USE THE PRODUCTS, INCREASED OPERATING COSTS LICENSEE FOR ANY NONACCESSIBILITY TIME OR LOSS OTHER DOWN TIME TO THE PRO RATA MONTHLY CHARGE DURING THE SYSTEM UNAVAILABILITY. RIGHT STUFF SPECIFICALLY DENIES ANY RESPONSIBILITIES FOR ANY DAMAGES ARISING AS A CONSEQUENCE OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODSUCH UNAVAILABILITY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER(D) Except for willful misconduct or gross negligence by Right Stuff, for which there shall be no cap or limitation on damages claimed by the Licensee, under no circumstances, other than willful misconduct or gross negligence, will Right Stuff, its officers, agents or anyone else involved in creating, producing or distributing the Service be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the Service. (E) Except for willful misconduct or gross negligence by Right Stuff, for which there shall be no cap or limitation on damages claimed by the Licensee, under no circumstances, other than willful misconduct or gross negligence, will Right Stuff, its officers, agents or anyone else involved in creating, producing or distributing the Service be liable for any direct, indirect, incidental, special or consequential damages that result from loss of data within the hosted Application, servers, databases, and backups resulting from, but not limited to, file corruption, communication failure user error, application errors or failures, unauthorized use or access. Right Stuff will not be liable for the results from mistakes, omissions, interruptions, deletions of files, errors, defects, delays and operation, or transmission or failure of performance whether or not limited to acts of nature, communication failure, theft, destruction or unauthorized access to our records, programs or services. Licensee acknowledges that this paragraph shall apply to all content within the hosted Application, information and data on the server, any physical or virtual server, computer, hardware, software, paper files that Right Stuff maintains, operates or stores. (F) Except for willful misconduct or gross negligence by Right Stuff, for which there shall be no cap or limitation on damages claimed by the Licensee, Licensee’s exclusive remedy for all damages, losses and causes of actions whether in contract or tort (excluding willful misconduct or gross negligence) will not: (1) exceed the actual dollar amount due for the Initial Term; and (2) will not include or be allowed for any incidental, consequential, extemporary or punitive damages of any kind including, without limitation, loss of data, file, profit, good will, time, savings or revenue. (G) This warranty is a limited warranty, and it is the only warranty made by Right Stuff. Right Stuff makes and Licensee receives no other warranty, express or implied, and there are expressly excluded all warranties of merchantability and fitness for a particular purpose. Right Stuff shall have no liability with respect to its obligations under this Agreement for consequential, exemplary, or incidental damages even if it has been advised of the possibility of such damages. The stated express warranty is in lieu of all liabilities or obligations of Right Stuff for damages arising out of, or in connection with the delivery, use, or performance of the Service.

Appears in 2 contracts

Sources: Application Hosting Agreement, Application Hosting Agreement

Warranty. 10.1 Oxford warrants that the Products shall conform in all material respects to the labeling supplied by Oxford for six (6) months from date of shipment. Oxford’s sole obligation under this warranty is to repair or replace any defective Product. This warranty shall not apply to defects resulting from misuse, negligence or accident. THE CORPORATION WARRANTS FOREGOING PROVISIONS SET FORTH OXFORD’S SOLE AND EXCLUSIVE REPRESENTATIONS, WARRANTIES AND OBLI-GATIONS WITH RESPECT TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION OXFORD MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO WHATSOEVER, EXPRESS OR IMPLIED. OXFORD SPECIFICALLY DISCLAIMS ALL IMPLIED WAR-RANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING FROM A STATUTE OR OTHERWISE IN LAW, EQUITY OR FROM A COURSE OF DEALING OR USAGE OF TRADE. OXFORD’S LIABILITY ARISING OUT THE MANUFACTURE, SALE OR SUPPLY OF THE PRODUCTS OR THEIR USE OR DISPOSITION, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL PURCHASE PRICE PAID BY CUSTOMER FOR THE PRODUCTS, EITHER EXPRESS OR IMPLIEDEXCEPT AS PROVIDED IN CLAUSES 4 AND 5 BELOW. SUCH LIMITED WARRANTY IS GIVEN SOLELY TO THE ORIGINAL CUSTOMER AND IS NOT GIVEN TO, NOR MAY IT BE RELIED UPON BY, ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, CUSTOMERS OF CUSTOMER. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEABOVE EXCLUSIONS MAY NOT APPLY TO YOU. FAILURE YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY, FROM STATE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODSTATE. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Master Terms and Conditions of Sale, Master Terms and Conditions of Sale

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPCOMET warrants to the Customer that (i) the COMET System shall perform in all material respects in accordance with the written specifications provided by COMET, WHEN PROPERLY MAINTAINED UNDER NORMAL USEand (ii) all services provided to the Customer shall be performed in a competent, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Globaldiligent, Inc. Non-Exclusive Dealer and workmanlike manner in accordance with the terms of the Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR SET FORTH IN THIS SECTION 13 IS THE CONTROLLER SHALL BECOME VOIDED IF ONLY WARRANTY MADE BY COMET. COMET EXPRESSLY DISCLAIMS, AND THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO CUSTOMER EXPRESSLY WAIVES, ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTIES, EITHER EXPRESS EXPRESSED OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION, THAT NONINFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE COMET DOES NOT WARRANT AND SPECIFICALLY DISCLAIMS ANY CLAIM IN WRITINGREPRESENTATIONS THAT THE COMET SYSTEM OR ANY SERVICE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE COMET SYSTEM OR ANY SERVICE AND/OR THEIR RESPECTIVE USE WILL BE UNINTERRUPTED OR ERROR- FREE, OR WITHIN THAT DEFECTS IN THE THIRTY (30) DAY PERIOD SET FORTH ABOVECOMET SYSTEM OR ANY SERVICE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF IF ANY, WILL BE CORRECTED. COMET ALSO EXPRESSLY DISCLAIMS ANY WARRANTIES, EXPRESSED OR IMPLIED, PERTAINING TO ANY SUGGESTIONS, INTERVENTIONS, RECOMMENDATIONSOR PRESCRIPTIONS MADE BY, THROUGH OR RELATING TO THE PRODUCTS COMET SYSTEM. THE CUSTOMER ACKNOWLEDGES AND AN ADMISSION BY THE DEALER UNDERSTANDS THAT SUCH SUGGESTIONS, INTERVENTIONS, RECOMMENDATIONS AND PRESCRIPTIONS ARE GENERIC IN NATURE AND THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSCUSTOMER, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT(OR ITS AUTHORIZED USERS, INDIRECTEMPLOYEES, INCIDENTALPROFESSIONALS, SPECIAL CONTRACTORS, AGENTS OR CONSEQUENTIAL DAMAGESAFFILIATES), UNDER ANY CIRCUMSTANCESMUST EXERCISE ITS OWN PROFESSIONAL JUDGMENT IN EACH CASE, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT CUSTOMER AGREES TO PRODUCTS FURNISHED HEREUNDERASSUME ANY AND ALL LIABILITY ARISING OUT OF OR RELATED TO SUCH SUGGESTIONS, INTERVENTIONS, RECOMMENDATIONS OR PRESCRIPTIONS.

Appears in 2 contracts

Sources: Terms of Service, Terms of Service

Warranty. 10.1 A. Builder will provide warranty coverage on the Improvements to Buyer pursuant to the attached and incorporated Express Limited Home Warranty. BUILDER AGREES TO COMPLY WITH THE CORPORATION WARRANTS EXPRESS LIMITED HOME WARRANTY AS ITS EXPRESS CONTRACTUAL WARRANTY. UNLESS BUILDER HAS ALSO ELECTED TO PROVIDE A THIRD-PARTY WARRANTY, BUILDER AND BUYER AGREE THAT THE DEALER EACH PRODUCT SOLD BY IT EXPRESS LIMITED HOME WARRANTY CONSTITUTES THE EXCLUSIVE WARRANTY TO BE FREE FROM DEFECTS MADE AVAILABLE BY BUILDER AND IS IN MATERIAL PLACE OF AND WORKMANSHIPSUPERSEDES AND PRECLUDES ALL OTHER GUARANTIES OR WARRANTIES, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TOTO WARRANTIES OF PERFORMANCE, DAMAGE WORKMANSHIP, REPAIR, MODIFICATION, MERCHANTABILITY, SUITABILITY AND FITNESS. ANY AND ALL IMPLIED WARRANTIES ARE HEREBY DISCLAIMED BY BUILDER AND WAIVED BY BUYER, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF GOOD AND WORKMANLIKE REPAIR OR LOSS RESULTING FROM INABILITY TO USE MODIFICATION OF EXISTING TANGIBLE GOODS OR PROPERTY AND THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS IMPLIED WARRANTY OF SALES, OR ANY OTHER DAMAGESGOOD AND WORKMANLIKE CONSTRUCTION. TO MAKE A CLAIM UNDER THIS THE PARTIES AGREE THAT THE EXPRESS LIMITED HOME WARRANTY AND THIRD-PARTY WARRANTY, DEALER MUST NOTIFY IF APPLICABLE, ADEQUATELY SET FORTH THE CORPORATION IN WRITING WITHIN MANNER, PERFORMANCE, AND QUALITY OF THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.CONSTRUCTION OF THE

Appears in 2 contracts

Sources: Residential Completed Home Contract, Residential Completed Home Contract

Warranty. 10.1 The Licensor warrants that the Software is prepared in accordance with the state of art at the date of its conception and shall perform substantially in accordance with its functional and technical specification at the time of delivery. Should the Software be found to contain any non-conformity or defect, the Licensee shall notify the Licensor promptly thereof and the sole and exclusive liability of the Licensor under this Software Licence shall be to correct the same. THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL WARRANTIES, OBLIGATIONS AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER LIABILITIES OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY LICENSOR AND/OR ITS SUPPLIERS AND REMEDIES OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalLICENSEE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLAND THE LICENSEE HEREBY WAIVES, BY THE CORPORATION'S DECISIONRELEASE AND RENOUNCES, BE REPLACED OR REPAIREDALL OTHER WARRANTIES, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY OBLIGATIONS AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL LIABILITIES OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 LICENSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE CORPORATION MAKES NO OTHER WARRANTY LICENSEE AGAINST THE LICENSOR, ITS SUPPLIERS AND/OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSTHEIR INSURERS, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTY AGAINST HIDDEN DEFECTS; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE LICENSOR'S AND/OR ITS SUPPLIERS' NEGLIGENCE, ACTUAL OR IMPUTED; AND (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR LOSS RESULTING FROM INABILITY TO USE PART THEREOF OR ANY SOFTWARE DELIVERED HEREUNDER. THE PRODUCTSLICENSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, INCREASED OPERATING COSTS OR HOWSOEVER ARISING, FOR LOSS OF SALESUSE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CONSEQUENTIAL DAMAGES WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERANY NON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE. FOR THE PURPOSES OF THIS CLAUSE 11, "THE LICENSOR" SHALL INCLUDE THE LICENSOR, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS. The Licensor shall have no liability for data that is entered into the Software by the Licensee and/or used for computation purposes.

Appears in 2 contracts

Sources: Purchase Agreement (China Eastern Airlines Corp LTD), Purchase Agreement (China Eastern Airlines Corp LTD)

Warranty. 10.1 Seller warrants goods manufactured by it will be free from defects in material and workmanship for 3 months following upon the date of shipment unless agreed in writing by the Seller. If any of the Goods are found by Seller to be defective, Buyer’s sole and exclusive remedy and Seller’s sole and exclusive obligation shall be, at Seller’s option, replacement or repair of the goods. The parties hereto expressly agree that ▇▇▇▇▇’s sole and exclusive remedy against the Seller shall be for the repair or replacement of defective Goods as provided herein. The exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair or replace defective Goods in the prescribed manner. THE CORPORATION WARRANTS TO FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO AFFIRMATION OF SELLER, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS SECTION, SHALL CONSTITUTE A WARRANTY, IN MATERIAL AND WORKMANSHIPPARTICULAR, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM WITHOUT LIMITING THE DATE OF PURCHASE BY THE DEALER GENERALITY OF THE PRODUCT (FOREGOING. IF THE AWARRANTY PERIOD"). A COPY OF GOODS ARE MANUFACTURED ACCORDING TO BUYER’S SPECIFICATIONS, SELLER DOES NOT WARRANT THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING ADEQUACY OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSSUCH SPECIFICATIONS. NO PRODUCTS GOODS WHICH MAY BE RETURNED SOLD BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 SELLER BUT WHICH ARE NOT MANUFACTURED BY SELLER ARE NOT WARRANTED BY SELLER. THIS WARRANTY DOES NOT COVER LABOR OR OTHER COSTS OR EXPENSES TO REMOVE OR INSTALL ANY DEFECTIVE, REPAIRED OR REPLACED GOODS. SELLER’S WARRANTY DOES NOT APPLY TO ANY PRODUCT GOODS WHICH HAS HAVE BEEN SUBJECTED TO MISUSE, ABUSEMISHANDLING, NEGLIGENCE MISAPPLICATION, NEGLECT (INCLUDING BUT NOT LIMITED TO IMPROPER MAINTENANCE), ACCIDENT, IMPROPER INSTALLATION, MODIFICATION (INCLUDING BUT NOT LIMITED TO USE OF UNAUTHORIZED PARTS OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGATTACHMENTS), OR WITHIN THE THIRTY ADJUSTMENT OR REPAIR PERFORMED BY ANYONE OTHER THAN SELLER OR ONE OF SELLER’S AUTHORIZED AGENTS. It is expressly understood that any technical advice furnished by Seller with respect to the use of its Goods is given without charge, and Seller assumes no obligation or liability for the advice given, or the results obtained, all such advice being given and accepted at Buyer’s risk. This warranty is void in the event that repairs are made by anyone other than the Seller without prior authorization from Seller. Any Claim by ▇▇▇▇▇ with reference to the Goods sold hereunder shall be deemed waived by the Buyer unless submitted in writing to Seller within thirty (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERdays following ▇▇▇▇▇’s receipt of the Goods. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAny cause of action for breach of the foregoing warranty shall be brought within one year from the date of shipment. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Terms and Conditions of Sale, Sales Contracts

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL (a) OneStream warrants that, during the Applicable Term, the Service will conform in all material respects to OneStream's then- current Documentation for such Service. (b) The warranty in Section 11(a) will not apply to the extent that: (i) the Service is not used in accordance with this Agreement or the Documentation; (ii) the Service or any part thereof has been modified other than by OneStream or with OneStream’s written approval; or (iii) Customer fails to accept an Update proffered by OneStream that would cause the Service to conform to the warranty. (c) To claim the benefit of the warranty in Section 11(a), Customer must; (i) notify OneStream of the non-conformity and (ii) provide to OneStream sufficient detail to allow OneStream to reproduce the nonconformity. (d) ONESTREAM’S SOLE AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, EXCLUSIVE LIABILITY FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY ANY BREACH OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIN SECTION 11(a) SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE SERVICE, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS UNLESS, IN ONESTREAM’S OPINION, SUCH REPAIR OR REPLACEMENT WOULD BE INADEQUATE OR IMPRACTICAL, IN WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY CASE ONESTREAM WILL REFUND THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FEES PAID FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES LAST 90 DAYS FOR THE CORPORATION IN WRITING APPLICABLE SERVICE AND CUSTOMER WILL THEREUPON CEASE ALL USE OF SUCH DEFECT WITHIN THIRTY THE SERVICE AND THE APPLICABLE ORDER SCHEDULE (30AND, IF NO OTHER ORDER SCHEDULES ARE THEN ACTIVE, THIS AGREEMENT) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONWILL TERMINATE. 10.3 (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS WARRANTY AGREEMENT: (i) ONESTREAM DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY WARRANT THAT THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OPERATION OF THE GPS CONTROLLER UNIT SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) ONESTREAM DISCLAIMS ANY AND ALL IMPLIED WARRANTIES; (iii) ONESTREAM PROVIDES THE SERVICE AND ALL ASSOCIATED GOODS AND SERVICES WITH ALL FAULTS, THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS BROKEN WITH CUSTOMER, AND ONESTREAM MAKES NO WARRANTY AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE SERVICE, GOODS OR SERVICES, AGAINST INFRINGEMENT, OF MERCHANTABILITY, OR OF FITNESS FOR ANY REASONPURPOSE. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS(f) The Service operates utilizing public networks, EITHER EXPRESS OR IMPLIEDincluding the internet, INCLUDING WITHOUT LIMITATIONwhich is not under the control of OneStream and is inherently unsecure. OneStream makes no representations, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGwarranties, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVEor guarantees of any kind, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSexpress, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECTimplied, INDIRECTstatutory, INCIDENTALor otherwise, SPECIAL OR CONSEQUENTIAL DAMAGESoral or written, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODwith respect to the performance or security of any public network. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Saas Agreement, Saas Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement" 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A Ciralight Global, Inc. Non-Exclusive Dealer Agreement PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Domestic Non Exclusive Dealer Agreement (Ciralight Global, Inc.), Domestic Non Exclusive Dealer Agreement (Ciralight Global, Inc.)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP5.1 Warranty. FIC warrants to SSE that Product Units assembled or manufactured by FIC will (i) conform in all respects to their mutually agreed upon Specifications: (ii) will be merchantable, WHEN PROPERLY MAINTAINED UNDER NORMAL USEof good workmanship and be tree from defects in workmanship and programming under normal use and service for a [*] after shipment by FIC. FIC's obligation under this warranty is limited to promptly replacing or repairing at its option and expense any such non-compliance Product Unit(s), FOR A PERIOD OF TWELVE or paying SSE its cost of remedying such non-compliance. All defective Product Units shall be returned to FIC manufacturing facility, F.O.B. SSE, with reference to a FIC supplied Returned Materials Authorization number (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"RMA"). A COPY OF THE The foregoing warranties shall inure to SSE, its successors and assigns, and those who purchase or use each Product Unit. THIS WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIN LIEU OF ALL OTHER WARRANTIES WHETHER STATUTORY, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USEPURPOSE AND FOR ALL OTHER OBLIGATIONS OR LIABILITIES ON FIC'S PART. FAILURE FIC NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO MAKE ASSUME FOR FIC ANY CLAIM OTHER LIABILITY IN WRITINGCONNECTION WITH THE SALE OF THE SAID ITEMS. THIS WARRANTY SHALL NOT APPLY TO ANY OF SUCH PRODUCTS WHICH SHALL HAVE BEEN REPAIRED OR ALTERED EXCEPT BY FIC OR WHICH SHALL HAVE BEEN SUBJECT TO MISUSE, NEGLIGENCE, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERACCIDENT. THE CORPORATION SHALL NOT A PRIOR WRITTEN AUTHORIZATION MUST BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER OBTAINED FROM FIC BEFORE ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY ITEMS CAN BE RETURNED TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. FIC PURSUANT TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODCLAIM. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Manufacturing Agreement (Engenio Information Technologies, Inc.), Manufacturing Agreement (Lsi Logic Storage Systems Inc)

Warranty. 10.1 (a) LOGICALLY WARRANTS THAT ITS SERVICES WILL BE PERFORMED IN A GOOD AND WORKMANLIKE MANNER, USING REASONABLE SKILL AND CARE CONFORMING TO GENERALLY ACCEPTED INDUSTRY STANDARDS AND IN COMPLIANCE WITH APPLICABLE LAW. CUSTOMER UNDERSTANDS THAT LOGICALLY SHALL BEAR NO RESPONSIBILITY FOR THE CORPORATION WARRANTS PERFORMANCE, REPAIR, OR WARRANTY OF ANY THIRD PARTY SOFTWARE OR HARDWARE PRODUCTS THAT MAY BE INCLUDED IN OR REFERRED TO IN THE DEALER EACH PRODUCT SOLD BY IT WORK ORDER, AND CUSTOMER SHALL LOOK SOLELY TO BE FREE FROM DEFECTS IN MATERIAL SUCH THIRD PARTY FOR ALL REMEDIES AND WORKMANSHIPSUPPORT WITH REGARD TO SUCH PRODUCTS OR SERVICES. (b) ALL WARRANTIES PROVIDED HEREIN ARE PERSONAL TO, WHEN PROPERLY MAINTAINED UNDER NORMAL USEAND INTENDED SOLELY FOR THE BENEFIT OF, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")CUSTOMER AND DO NOT EXTEND TO ANY THIRD PARTY. A COPY OF THE THIS WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalMADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONLIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, NON-INFRINGEMENT, TITLE, OR WITHIN THE THIRTY OTHERWISE, ALL OF WHICH ARE HEREBY DISCLAIMED. (30c) DAY PERIOD SET FORTH ABOVELOGICALLY ASSUMES NO RESPONSIBILITY FOR AND CUSTOMER FULLY RELEASES LOGICALLY FROM CLAIMS FOR APPLICATION FAILURES, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE DATA LOSS, OR OTHER HARM, INJURY OR DAMAGE SUFFERED AS A RESULT OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSSOFTWARE BUGS OR INCOMPATIBILITIES, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECTSPYWARE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESHACKING, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTYUNAUTHORIZED SYSTEM ACCESS, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODSABOTAGE, OR INFORMATION THEFT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: Master Services Agreement, Master Services Agreement

Warranty. 10.1 Provider warrants that the Services will be performed materially in accordance with the service documentation previously provided for the Services in a professional and workmanlike manner. HOWEVER, PROVIDER DOES NOT WARRANT THAT THE CORPORATION WARRANTS SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THERE ARE RISKS INHERENT IN INTERNET CONNECTIVITY THAT COULD RESULT IN THE LOSS OF YOUR PRIVACY, CONFIDENTIAL INFORMATION, AND PROPERTY. WE HAVE NO OBLIGATION TO PROVIDE SECURITY OTHER THAN AS STATED IN THIS SERVICE ATTACHMENT. WHILE THE SERVICES ARE DESIGNED TO IMPROVE THE PROBABILITY OF THE PROTECTION AND RECOVERY OF INFORMATION COMPARED TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPCLIENT’S CURRENT METHODS EMPLOYED, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION PROVIDER MAKES NO OTHER WARRANTY CLAIMS OR REPRESENTATION OF ANY KIND WITH RESPECT TO WARRANTIES THAT DATA BACK-UPS AND DATA / SERVER / DESKTOP RECOVERIES USING THE PRODUCTSSERVICES WILL BE ERROR FREE OR THAT ALL RECOVERIES CAN BE PERFORMED WITHIN A CERTAIN TIME FRAME. IN ADDITION, EITHER CLIENT ACKNOWLEDGES THAT THIS AGREEMENT CONVEYS NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONBY ANY THIRD-PARTY VENDORS OF SOFTWARE PRODUCTS MADE AVAILABLE TO CLIENT BY PROVIDER AND THAT THOSE VENDORS DISCLAIM ANY AND ALL LIABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR WHETHER DIRECT, INDIRECTINDIRECT OR CONSEQUENTIAL, INCIDENTALARISING FROM THE SERVICES. ADDITIONAL CLIENT OBLIGATIONS Hardware Equipment Client equipment must be maintained under manufacturer’s warranty or maintenance contract or is in working order. Provider is not responsible for client equipment that is not maintained under manufacturer’s warranty or maintenance contract or that is otherwise out of order. All fees, SPECIAL OR CONSEQUENTIAL DAMAGESwarranties, UNDER ANY CIRCUMSTANCESand liabilities against Provider assumes equipment is under manufacturer’s warranty or maintenance contracts or is in working order. Provider in its reasonable opinion and supported by manufacturer information, INCLUDINGmay designate certain equipment as obsolete or defective, BUT NOT LIMITED TOand therefore exclude it from coverage under this Agreement. Minor On-Site Tasks Provider may occasionally ask you to perform simple on-site tasks (e.g., DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTSpowering down and rebooting a computer). Client agrees to cooperate with all reasonable requests. Server Upgrades or Repair Provider will authorize all server upgrades or repairs. Client agrees not to perform any of these actions without notifying Provider. Software Media Client shall obtain and supply all necessary software media with installation keys (if any) upon request. Except for any software provided by Provider in connection with the Services, INCREASED OPERATING COSTS OR LOSS OF SALESyou are solely responsible for obtaining all required software licenses, OR ANY OTHER DAMAGESincluding all client access licenses, if any, for the software products installed on your computers. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE TERM AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.TERMINATION

Appears in 2 contracts

Sources: Service Attachment for Backup and Disaster Recovery Services, Service Attachment for Backup and Disaster Recovery Services

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPThe Software is provided AS IS and without warranty of any kind, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSexpress or implied. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEWARRANTY, ABUSEEXPRESS OR IMPLIED, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND MADE WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDSOFTWARE, INCLUDING WITHOUT LIMITATIONLIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. FAILURE TO MAKE ANY CLAIM IN WRITINGNO WARRANTY IS MADE THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, OR WITHIN THAT ANY ERRORS OR DEFECTS IN THE THIRTY (30) DAY PERIOD SET FORTH ABOVESOFTWARE WILL BE CORRECTED, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OR THAT THE SOFTWARE WILL INTEROPERATE WITH LICENSEE’S SYSTEM, OR THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS. NO WARRANTY IS MADE REGARDING THE RESULTS OF USE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER SOFTWARE OR THAT THE PRODUCTS FULLY COMPLY SOFTWARE WILL ACCURATELY AND RELIABLY TEST CONSTRUCTION DESIGNS FOR COMPLIANCE WITH ALL TERMSANY FEDERAL, CONDITIONS STATE OR INDUSTRY STANDARDS, OR THAT THE SOFTWARE WILL PREDICT OR TEST THE SAFETY OR OTHER FEATURE OF A STRUCTURE. ENGINEERING JUDGMENT MUST BE USED TO APPLY THE SOFTWARE TO DESIGNS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERTO ADJUST DESIGNS TO FIT INDIVIDUAL SITE CONDITIONS. THE CORPORATION SHALL SOFTWARE IS NOT INTENDED TO BE LIABLE A SUBSTITUTE FOR DIRECTENGINEERING KNOWLEDGE, INDIRECT, INCIDENTAL, SPECIAL EXPERIENCE OR CONSEQUENTIAL DAMAGES, UNDER JUDGMENT. LICENSEE ACKNOWLEDGES ITS RESPONSIBILITY TO: (i) REGULARLY BACK UP DATA MAINTAINED ON ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY HARDWARE USING THE SOFTWARE; AND (ii) ADEQUATELY TEST PRIOR TO USE DEPLOYMENT EACH VERSION OF THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE SOFTWARE IN A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODCONFIGURATION WHICH REASONABLY SIMULATES LICENSEE’S PLANNED ENVIRONMENT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 2 contracts

Sources: End User Software License Agreement, End User Software License Agreement

Warranty. 10.1 1. AICHI warrants to Distributor that all Products and the Parts supplied under this Agreement will comply with AICHI’s ex- isting standards and specifications. In the event Distributor’s reasonable standards and/or specifications vary from those of AICHI, the parties shall consult each other and reasonably agree on any such standards and/or specifications for the Products and the Parts. AICHI further warrants that, subject to the following conditions, the Products and the Parts are free from defects in material and workmanship under normal use for such years after their delivery to Distributor from AICHI as described in Exhibit VIII at- tached hereto. This warranty shall be subject to the condition that Distributor shall notify AICHI of any defects of the Products and/or the Parts in writing within ten (10) days after Distributor is aware of such defects of the Products and/or the Parts. The foregoing warranty does not cover: (1) Damage resulting from neglect, abuse, accident or alteration; or damage caused by fire, flood, Acts of God, or other casualty; (2) Damage resulting from: a) Failure of Distributor to follow production and/or assembling instructions separately given by AICHI from time to time during the term of this Agreement; b) Failure of the purchaser to follow normal usage procedures outlined in the usage manual or in any other printed instructions to be attached to each of the Products by Distributor. THIS WARRANTY IS EXPRESSLY IN LIEU OF ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED (INCLUDING SPECIFICALLY, WITHOUT LIMITING THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER GENERALITY OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalFOREGOING, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEAND FITNESS), AND ALL OTHER OBLIGATION AND LIABILITY ON THE PART OF AICHI. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION AICHI SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL OR CONSEQUENTIAL DAMAGES, DAMAGES UNDER ANY CIRCUMSTANCESCIRCUMSTANC- ES OR FOR MORE THAN REPAIR, INCLUDING, BUT NOT LIMITED TO, DAMAGE REPLACEMENT OR LOSS RESULTING FROM INABILITY TO USE REFUND OF THE PRODUCTS, INCREASED OPERATING COSTS PURCHASE PRICE OF DEFECTIVE PRODUCTS OR LOSS OF SALES, OR ANY OTHER DAMAGESPARTS AT AICHI’S OPTION. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODDistributor shall promptly return such defective Products and/or defective Parts to AICHI at AICHI’s cost if AICHI requests to do so. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER2. Distributor shall be responsible for the warranty of workmanship of the Products assembled by Distributor as well as the tabletop manufactured by Distributor.

Appears in 1 contract

Sources: Warranty Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL Unless otherwise stated in writing all orders are considered Non-Cancellable/Non-Returnable. Lantek warrants exclusively that on the date of delivery by Lantek the products shall be in conformity with the specifications agreed upon by the parties in all material respects. The products are sold without further warranties, guarantees or representations and without any guarantee or promise by Lantek with respect to their processing possibilities, potential applications and merchantability. LANTEK’S SOLE LIABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, CUSTOMER’S EXCLUSIVE REMEDY FOR A PERIOD BREACH OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE ANY WARRANTY WITH RESPECT TO ANY PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, ORSHALL BE, AT THE CORPORATION'S LANTEK’S SOLE OPTION, CREDIT FOR OR REFUND OF THE ORIGINAL PURCHASE PRICE MAY OR REPLACEMENT OF THE NONCONFORMING PRODUCT. FURTHERMORE, ANY SUCH WARRANTY SHALL BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY NULL AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES VOID AND SHALL NOT APPLY TO ANY PRODUCT PRODUCTS WHICH HAS BEEN SUBJECTED TO MISUSEARE (i) IMPROPERLY STORED BY CUSTOMER, ABUSE(ii) ALTERED, NEGLIGENCE MODIFIED, DAMAGED, ABUSED, OR ACCIDENT MISUSED (WHETHER INTENTIONALLY OR ACCIDENTALLY) BY ANY PERSON OTHER THAN LANTEK OR ITS AGENT, OR (iii) NOTWITHSTANDING ANY NONCONFORMITY, ARE USED OR OTHERWISE ACCEPTED BY CUSTOMER OR CUSTOMER WAIVES ITS CLAIM FOR REJECTION UNDER THE DEALER OR THIRD PARTIESPROVISIONS OF THIS AGREEMENT. THE FOREGOING WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL SET FORTH ABOVE IS IN LIEU OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTIES, EITHER AND LANTEK DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A USE AND/OR PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITINGLANTEK MAKES NO REPRESENTATION REGARDING PATENTS, COPYRIGHTS, TRADEMARKS, TRADE NAMES, OR WITHIN SERVICE MARKS IN CONNECTION WITH ANY PRODUCT. LANTEK MAKES NO WARRANTY AS TO THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE AUTHENTICITY OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH DISCLAIMS ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERLIABILITY FOR COUNTERFEIT PRODUCTS. THE CORPORATION LANTEK SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGESNOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY NATURE WHATSOEVER INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, DAMAGE ANY LOST REVENUES, PROFITS, OR LOSS BUSINESS OF CUSTOMER OR ITS BUYERS, AGENTS, AND DISTRIBUTORS, RESULTING FROM INABILITY TO USE THE PRODUCTSOR ARISING OUT OF OR IN CONNECTION WITH ANY SALE, INCREASED OPERATING COSTS OR LOSS OF SALESDISTRIBUTION, OR ANY OTHER USE OF ANY PRODUCTS OR FOR LANTEK’S FAILURE OF SUPPLY OF ANY PRODUCTS, FOR ANY REASON, WHETHER OR NOT LANTEK HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. TO MAKE A CLAIM THE MAXIMUM AMOUNT OF LANTEK’S CUMULATIVE LIABILITY FOR ANY LOSSES OR DAMAGES RECOVERABLE BY CUSTOMER ARISING UNDER OR IN CONNECTION WITH THIS WARRANTY, DEALER MUST NOTIFY AGREEMENT WILL NOT EXCEED THE CORPORATION IN WRITING WITHIN TOTAL PURCHASE PRICE RECEIVED BY LANTEK FROM CUSTOMER FOR THE WARRANTY PERIODAPPLICABLE PRODUCT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. 15.1 Xilinx warrants the Products in accordance with its standard warranty as set forth in Exhibit B (“Limited Warranty”). Distributor agrees to use reasonable commercial efforts to provide a copy of Xilinx’s standard warranty to Distributor’s customers along with every Product sold. The warranty period as stated in Exhibit B shall begin to run with respect to Distributor’s customer upon delivery of the Product to the customer. In the absence of a warranty specific to Custom Product, Xilinx’s standard warranty shall apply. XILINX CONFIDENTIAL Note: Confidential treatment has been requested for the portion of this Exhibit 10.1 THE CORPORATION WARRANTS designated with [* * *]. The copy filed herewith omits the information subject to the confidentiality request. A complete version of this Exhibit has been filed separately. 15.2 Distributor shall, at its own cost and expense, indemnify and defend Xilinx against all claims, damages, and losses if Distributor provides any warranty that exceeds the scope of Xilinx’s warranty, to such extent that such claims, damages and losses exceed Xilinx’s liability under its standard warranty. 15.3 EACH PARTY’S LIABILITY UNDER ITS WARRANTY SHALL, TO THE DEALER EACH PRODUCT SOLD EXTENT PERMITTED BY IT LAW, BE LIMITED TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER REFUND OF THE PRODUCT (THE AWARRANTY PERIOD")CUSTOMER’S OR END USER’S PURCHASE PRICE. IN NO EVENT SHALL A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT PARTY BE LIABLE FOR DIRECTTHE COST OF PROCUREMENT OF SUBSTITUTE GOODS BY THE CUSTOMER OR END USER OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS INCIDENTAL DAMAGES FOR BREACH OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 15.4 THE FOREGOING CONSTITUTES EXCLUSION OR LIMITATION OF LIABILITY UNDER WARRANTIES GIVEN IN THIS AGREEMENT INCLUDING THOSE SPECIFIED IN EXHIBIT B HERETO IS MADE ONLY TO THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND EXTENT PERMITTED BY APPLICABLE LAW AND, WITHOUT PREJUDICE TO THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERGENERALITY OF THE FOREGOING, NO SUCH PARTY SO EXCLUDING OR LIMITING ITS LIABILITY EXCLUDES OR LIMITS ITS LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR DEFECTIVE PRODUCTS.

Appears in 1 contract

Sources: Master Distributor Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP(a) Seller’s warranty policy is located on the Accuride Corporation website: ▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/resources/. Click on box entitled “Warranty Information” or call (▇▇▇) ▇▇▇-▇▇▇▇ Option 1. Seller reserves the right, WHEN PROPERLY MAINTAINED UNDER NORMAL USEfrom time to time, to amend its warranty policy, provided, however, that any amendment to its policy shall only apply to goods purchased on or after the date of the amendment. . (b) EXCEPT FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalSET FORTH IN SECTION 10(a), Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDGOODS, INCLUDING WITHOUT LIMITATION, THAT ANY (a) WARRANTY OF MERCHANTABILITY OR MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODOTHERWISE. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION (c) Products manufactured by a third party (”Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Goods. Third Party Products are not covered by the warranty in Section 10(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERANY THIRD- PARTY PRODUCT, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. (d) Seller shall not be liable for a breach of the warranty set forth in Section 10(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller as set forth in the warranty policy; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective. (e) Seller shall not be liable for a breach of the warranty set forth in Section 10(a) if: (i) Buyer makes any further use of such Goods after giving such notice;

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION8.1 Anyline warrants that the Services are performed according to best industry standards as well as that Customization and/or Individual Software fulfill the functions described in the Confirmed Specification provided that the Customization and/or Individual Software is used on the operating system described in the Confirmed Specification. 10.3 THIS WARRANTY DOES NOT APPLY 8.2 SUBJECT TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSESECTION 0 ABOVE, ABUSEANYLINE EXPRESSLY DISCLAIMS ALL WARRANTIES, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSENDORSEMENTS, EITHER GUARANTEES, CONDITIONS AND REPRESENTATIONS WHETHER EXPRESS OR IMPLIED, IMPLIED INCLUDING WITHOUT LIMITATIONLIMITATION ANY CONDITIONS, THAT ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF MERCHANTABILITY OR DURABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, ACCURACY, TITLE, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE OR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE IN RELATION TO THE THIRTY (30) DAY PERIOD SET FORTH ABOVEAGREED SERVICES OR ANY ANYLINE IPR, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS AND REGULATIONS. 8.3 ANYLINE EXPRESSLY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR DEFECTS, FAILURES OR DAMAGES OF THE PRODUCTS CUSTOMIZATION AND/OR INDIVIDUAL SOFTWARE THAT ARE DUE TO IMPROPER USE, ALTERED COMPONENTS IN THE OPERATING SYSTEM, INTERFACES AND AN ADMISSION PARAMETERS, THE USE OF INAPPROPRIATE ORGANIZATION AND DATA CARRIERS IF THESE ARE REQUIRED, UNUSUAL OPERATING CONDITIONS (PARTICULARLY DEVIATIONS FROM THE INSTALLATION AND STORAGE CONDITIONS) AS WELL AS TRANSPORTATION DAMAGES. IF PROGRAMS ARE SUBSEQUENTLY ALTERED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSCUSTOMER, CONDITIONS AND SPECIFICATIONS ITS PROGRAMMERS OR ANY THIRD PARTIES, ANY EXISTING WARRANTY OF DEALER'S PURCHASE ORDERANYLINE IS NO LONGER APPLICABLE. 8.4 Notwithstanding any corrections performed by Anyline due to initial material defects or deviations from the Confirmed Specification according to Section 0, the preconditions for any correction of defects in the Customization and/or Individual Software within the scope of warranties pursuant to this Section 0 are as follows: 8.4.1 the Customer provides Anyline with sufficient description of the defect in the form of a written notice within ten (10) business days sent to ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇ , so that Anyline may be able to determine the nature of the defect; 8.4.2 the Customer makes available to Anyline all documents and information required for the correction of the defect; 8.4.3 the Customization and/or Individual Software has not been used by the Customer after becoming aware of the defect; 8.4.4 the Customization and/or Individual Software is operated in accordance with the intended operating conditions described in the Confirmed Specification. 8.5 If – according to Anyline's sole and absolute discretion – the description set forth in the notice presents a defect, Anyline shall undertake reasonable endeavours to remedy the defect within an appropriate period of time. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY PRESUMPTION OF DEFECTIVENESS PURSUANT TO USE § 924 OF THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAUSTRIAN CIVIL CODE (ALLGEMEINES BÜRGERLICHES GESETZBUCH) IS HEREBY EXPRESSLY EXCLUDED. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER8.6 Any support, diagnosis of errors, remedy of defects and failures that do not fall within the scope of warranty of the Services, Customization and/or Individual Software pursuant to this Section 0 or are within the responsibility of the Customer, as well as other corrections, revisions and additions may, upon request by the Customer, be carried out by Anyline at the cost of the Customer. This also applies to a remedy of defects when program revisions, additions or other interventions have been carried out by the Customer or by a third party. Such agreement between the Customer and Anyline will be subject to these Conditions, as applicable for the Services defined in Sections 0 and/or 0 of these Conditions unless agreed to otherwise in writing between the Parties. 8.7 The period of any warranty granted pursuant to these Conditions, shall lapse after six (6) months following the performance of the Services or delivery of the Customization and/or Individual Software, as the case may be.

Appears in 1 contract

Sources: Software Support Services Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPThe Software is provided AS IS and without warranty of any kind, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSexpress or implied. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEWARRANTY, ABUSEEXPRESS OR IMPLIED, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND MADE WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDSOFTWARE, INCLUDING WITHOUT LIMITATIONLIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE, NON- INFRINGEMENT OF THIRD PARTY RIGHTS AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. FAILURE TO MAKE ANY CLAIM IN WRITINGNO WARRANTY IS MADE THAT USE OF THE SOFTWARE WILL BE UNINTERRUPTED, OR WITHIN THAT ANY ERRORS OR DEFECTS IN THE THIRTY (30) DAY PERIOD SET FORTH ABOVESOFTWARE WILL BE CORRECTED, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OR THAT THE SOFTWARE WILL INTEROPERATE WITH LICENSEE’S SYSTEM, OR THAT THE SOFTWARE’S FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS. NO WARRANTY IS MADE REGARDING THE RESULTS OF USE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER SOFTWARE OR THAT THE PRODUCTS FULLY COMPLY SOFTWARE WILL ACCURATELY AND RELIABLY TEST CONSTRUCTION DESIGNS FOR COMPLIANCE WITH ALL TERMSANY FEDERAL, CONDITIONS STATE OR INDUSTRY STANDARDS, OR THAT THE SOFTWARE WILL PREDICT OR TEST THE SAFETY OR OTHER FEATURE OF A STRUCTURE. ENGINEERING JUDGMENT MUST BE USED TO APPLY THE SOFTWARE TO DESIGNS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERTO ADJUST DESIGNS TO FIT INDIVIDUAL SITE CONDITIONS. THE CORPORATION SHALL SOFTWARE IS NOT INTENDED TO BE LIABLE A SUBSTITUTE FOR DIRECTENGINEERING KNOWLEDGE, INDIRECT, INCIDENTAL, SPECIAL EXPERIENCE OR CONSEQUENTIAL DAMAGES, UNDER JUDGMENT. LICENSEE ACKNOWLEDGES ITS RESPONSIBILITY TO: (i) REGULARLY BACK UP DATA MAINTAINED ON ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE HARDWARE USING THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS SOFTWARE; AND (ii) ADEQUATELY TEST BEFORE DEPLOYMENT OF SALES, OR ANY OTHER DAMAGES. TO MAKE EACH VERSION OF THE SOFTWARE IN A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODCONFIGURATION WHICH REASONABLY SIMULATES LICENSEE’S PLANNED ENVIRONMENT. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: End User Software License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPDeveloper warrants that all materials supplied and workmanship performed by Developer to satisfy its obligation to upgrade and repair damage to the Roads and the Drainage Improvements resulting from their use by Developer during the construction of the Project Facilities pursuant to Sections 7, WHEN PROPERLY MAINTAINED UNDER NORMAL USE8, FOR A PERIOD OF TWELVE 9, and 10 of this Agreement will be free from defects for a period of: (12a) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT two (THE AWARRANTY PERIOD"2) years after the Completion Date (as defined in Section 11(c) of this Agreement). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Nonwith respect to Roads, and (b) two (2) years after the Completion Date (as defined in Section 11(c) of this Agreement), with respect to Drainage Improvements (except five (5) years for drainage tiles in County rights-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESof-way). THE WARRANTY SET FORTH IN THIS SECTION 13 IS EXCLUSIVE AND IN LIEU OF ALL WARRANTIES, EXPRESSED OR IMPLIED, OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES A PARTICULAR PURPOSE, CUSTOM, USAGE OR OTHERWISE. EXCEPT AS SET FORTH IN THIS SECTION 13, THERE ARE NO OTHER WARRANTY WARRANTIES, AGREEMENTS OR REPRESENTATION OF ANY KIND UNDERSTANDINGS WITH RESPECT TO THE PRODUCTSREPAIR OF THE ROADS AND NO OTHER WARRANTY, EITHER EXPRESS ORAL OR IMPLIEDWRITTEN, INCLUDING WITHOUT LIMITATIONWHICH MIGHT HAVE BEEN GIVEN BY AN EMPLOYEE, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGAGENT, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE REPRESENTATIVE OF THE PRODUCTS DEVELOPER IS AUTHORIZED BY DEVELOPER. DEVELOPER IS NOT AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE HELD LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS ALLEGED BREACH OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODGIVEN IN THIS SECTION 13 CAUSED BY OR ARISING OUT OF ORDINARY WEAR AND TEAR. Notwithstanding anything in this Agreement to the contrary, Developer shall be responsible for any damage that it or its employees, contractors, or subcontractors cause to the Roads or the Drainage Improvements that occur after completion of construction of the Project Facilities. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Agreement Regarding County Roads and Drains

Warranty. 10.1 THE CORPORATION WARRANTS PRODUCER warrants the title to all the Subject Gas owned by Producer and all components thereof which shall be delivered by Producer to Gatherer hereunder, the right to enter into this Agreement with reference to such Subject Gas, and that such Subject Gas owned by Producer is free from all liens and adverse claims; and AGREES, IF NOTIFIED THEREOF BY GATHERER, TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE INDEMNIFY, DEFEND AND HOLD GATHERER HARMLESS FROM DEFECTS IN MATERIAL AND WORKMANSHIPAGAINST ANY AND ALL SUITS, WHEN PROPERLY MAINTAINED UNDER NORMAL USEACTIONS, FOR A PERIOD OF TWELVE (12) MONTHS LOSSES, DEBTS, ACCOUNTS, DAMAGES, COSTS AND EXPENSES ARISING FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OUT OF ANY KIND WITH RESPECT ADVERSE CLAIM AS TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDPRODUCER'S TITLE, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TOTO , DAMAGE ANY ADVERSE CLAIMS BROUGHT BY OR LOSS RESULTING FROM INABILITY THROUGH A MINERAL INTEREST OR ROYALTY OWNER, TO USE OR AGAINST THE PRODUCTSSUBJECT GAS OWNED BY PRODUCER. Producer agrees to make settlement for all royalties, INCREASED OPERATING COSTS OR LOSS overriding royalty interests, and/or production payments due and payable on the Subject Gas delivered to Gatherer hereunder, any Components of the Subject Gas extracted or saved therefrom, and the sale and disposition of the Subject Gas and any Components thereof, all in accordance with the terms of the leases, interests and/or agreement (including applicable PORTIONS OF SALESTHIS EXHIBIT DENOTED WITH THREE ASTERISKS (***) HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT instruments of title) from which the Subject Gas delivered to Gatherer hereunder is produced, OR ANY OTHER DAMAGESand all amendments thereto. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODProducer also represents and warrants that it has full authority to receive payment for the sum of all of the Subject Gas delivered hereunder. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Gas Gathering Agreement (Crestwood Midstream Partners LP)

Warranty. 10.1 THE CORPORATION WARRANTS (a) OneStream warrants that, during the Applicable Term, the Service will conform in all material respects to OneStream's then- current Documentation for such Service. (b) The warranty in Section 11(a) will not apply to the extent that: (i) the Service is not used in accordance with this Agreement or the Documentation; (ii) the Service or any part thereof has been modified other than by OneStream or with OneStream’s written approval; or (iii) Customer fails to accept an Update proffered by OneStream that would cause the Service to conform to the warranty. (c) To claim the benefit of the warranty in Section 11(a), Customer must; (i) notify OneStream of the non-conformity and (ii) provide to OneStream sufficient detail to allow OneStream to reproduce the nonconformity. (d) TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL LAW, ONESTREAM’S SOLE AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, EXCLUSIVE LIABILITY FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY ANY BREACH OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIN SECTION 11(a) SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE SERVICE, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS UNLESS, IN ONESTREAM’S OPINION, SUCH REPAIR OR REPLACEMENT WOULD BE INADEQUATE OR IMPRACTICAL, IN WHICH DO CASE ONESTREAM WILL REFUND: I) ANY PREPAID FEE THAT CUSTOMER HAS PAID BUT THAT ONESTREAM HAS NOT CONFORM TO THEIR DESCRIPTION EARNED, WHETHER BY PERFORMANCE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY PASSAGE OF TIME; AND II) THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FEES PAID FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES LAST 90 DAYS FOR THE CORPORATION IN WRITING APPLICABLE SERVICE AND CUSTOMER WILL THEREUPON CEASE ALL USE OF SUCH DEFECT WITHIN THIRTY THE SERVICE AND THE APPLICABLE ORDER SCHEDULE (30AND, IF NO OTHER ORDER SCHEDULES ARE THEN ACTIVE, THIS AGREEMENT) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONWILL TERMINATE. 10.3 (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS WARRANTY AGREEMENT, INCLUDING AS SPECIFIED IN SUPPORT SERVICES: (i) ONESTREAM DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY WARRANT THAT THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OPERATION OF THE GPS CONTROLLER UNIT IS BROKEN FOR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) ONESTREAM DISCLAIMS ANY REASON.AND ALL IMPLIED WARRANTIES; AND 10.4 THE CORPORATION (iii) ONESTREAM MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND AGAINST INTERFERENCE WITH RESPECT TO THE PRODUCTSENJOYMENT, EITHER EXPRESS OR IMPLIEDINFRINGEMENT, INCLUDING WITHOUT LIMITATIONMERCHANTABILITY, THAT OF MERCHANTABILITY ACCURACY, OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPURPOSE. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER(f) The Service operates utilizing public networks, including the internet, which is not under the control of OneStream and is inherently unsecure. OneStream makes no representations, warranties, or guarantees of any kind, express, implied, statutory, or otherwise, oral or written, with respect to the performance or security of any public network.

Appears in 1 contract

Sources: Saas Agreement

Warranty. 10.1 4.1 THE CORPORATION WARRANTS SOFTWARE PRODUCT IS PROVIDED "AS IS". TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLAW, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION YOKOGAWA DISCLAIMS ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER EXPRESS EXPRESSED OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION, THAT IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR USEPURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. FAILURE TO MAKE YOKOGAWA DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PRODUCT WILL MEET ANY CLAIM IN WRITINGREQUIREMENTS OR NEEDS YOU MAY HAVE, THAT THE SOFTWARE PRODUCT WILL OPERATE ERROR FREE, OR WITHIN IN AN UNINTERRUPTED FASHION, THAT ANY DEFECTS OR ERRORS IN THE THIRTY (30) DAY PERIOD SOFTWARE PRODUCT WILL BE CORRECTED, THAT THE SOFTWARE PRODUCT HAS NO INCONSISTENCY OR INTERFERENCE WITH OTHER SOFTWARE, THAT THE SOFTWARE PRODUCT OR THE RESULTS ARISING THEREFROM IS PRECISE, RELIABLE OR UP-TO-DATE, OR THAT THE SOFTWARE PRODUCT IS COMPATIBLE WITH ANY PARTICULAR SOFTWARE REQUIRED TO RUN THE SOFTWARE PRODUCT. SOME JURISDICTIONS DO NOT ALLOW THE WAIVER OR EXCLUSION OF IMPLIED WARRANTIES SO THEY MAY NOT APPLY TO YOU. 4.2 If Yokogawa engineer or other engineer attends for repair, replacement or implementing a workaround at the site at your request, you will be charged for the site service fee. If Yokogawa deems necessary, you are required to initialize or stop the operation of the system, facility or equipment in or on which the Software Product is installed. 4.3 NOTWITHSTANDING THE FOREGOING, ANY WARRANTY FOR THE THIRD PARTY SOFTWARE AND/OR OSS IS SUBJECT TO THE SPECIAL TERMS AND CONDITIONS SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL IN CLAUSE 13 OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION THOSE SEPARATELY PROVIDED WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERSUCH THIRD PARTY SOFTWARE.

Appears in 1 contract

Sources: Licensing Agreement

Warranty. 10.1 The Colorado Judicial Department warrants that Colorado Courts E-Filing is capable of performing the functions described on the Colorado Courts E-Filing website and herein, provided that User uses Colorado Courts E-Filing for its intended purpose of e-filing and/or e- serving and related functions and provided that User complies with this Agreement. If User believes that there has been a breach of this warranty, User shall notify Colorado Courts E- Filing Support. After a reasonable time for investigation and upon a determination of a breach, the Department may, in its sole discretion: re-perform the Colorado Courts E-Filing feature without charge or refund to User the fee paid for the Colorado Courts E-Filing feature that is the subject of the warranty claim. The Internet is a not an error-free environment. COLORADO COURTS E-FILING IS SUBJECT TO LIMITATIONS, DELAYS AND PROBLEMS INHERENT WITH THE CORPORATION WARRANTS TO INTERNET AND ELECTRONIC COMMUNICATIONS. NEITHER THE DEALER EACH PRODUCT SOLD BY IT TO DEPARTMENT NOR ITS SUBCONTRACTOR(S) WARRANT THAT COLORADO COURTS E-FILING WILL MEET USER’S REQUIREMENTS OR THAT COLORADO COURTS E-FILING WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPUNINTERRUPTED, WHEN PROPERLY MAINTAINED UNDER NORMAL USETIMELY, FOR A PERIOD OF TWELVE (12SECURE OR ERROR-FREE. NEITHER THE DEPARTMENT NOR ITS SUBCONTRACTOR(S) MONTHS FROM WARRANT THE DATE OF PURCHASE BY THE DEALER ACCURACY OR COMPLETENESS OF THE PRODUCT (THE AWARRANTY PERIOD")INFORMATION IN DOCUMENTS AVAILABLE ON COLORADO COURTS E-FILING, OR WARRANT THAT ANY PLEADINGS, MAIL OR OTHER DOCUMENTS WILL BE RECEIVED AND READ BY THEIR INTENDED RECIPIENT. A COPY OF EXCEPT FOR THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalSTATED ABOVE, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30DEPARTMENT AND ITS SUBCONTRACTOR(S) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDDISCLAIM ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPURPOSE. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: E Filing User Agreement

Warranty. 10.1 8.1 The Seller warrants that the Airbus CBT is prepared in accordance with the state of art at the date of its conception. Should the Airbus CBT be found to contain any non-conformity or defect, the Buyer shall promptly notify the Seller thereof and the sole and exclusive liability of the Seller under this Clause 8.1 shall be to correct the same at its own expense. APPENDIX C TO CLAUSE 16 8.2 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL WARRANTIES, OBLIGATIONS AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER LIABILITIES OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY SELLER AND/OR ITS SUPPLIERS AND REMEDIES OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalBUYER SET FORTH IN THE AIRBUS CBT LICENCE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLAND THE BUYER HEREBY WAIVES, BY THE CORPORATION'S DECISIONRELEASES AND RENOUNCES ALL OTHER WARRANTIES, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY OBLIGATIONS AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL LIABILITIES OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE CORPORATION MAKES NO OTHER WARRANTY BUYER AGAINST THE SELLER, ITS SUPPLIERS AND/OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSTHEIR INSURERS, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN THE AIRBUS CBT DELIVERED UNDER THIS AGREEMENT INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTY AGAINST HIDDEN DEFECTS (GARANTIE DES VICES CACHES); (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DAMAGE COURSE OF DEALING OR LOSS RESULTING USAGE OF TRADE; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM INABILITY TO USE THE PRODUCTSSELLER'S AND/OR ITS SUPPLIERS" NEGLIGENCE, INCREASED OPERATING COSTS ACTUAL OR IMPUTED; AND (E) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF SALESOR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF OR THE AIRBUS CBT DELIVERED HEREUNDER. THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CONSEQUENTIAL DAMAGES WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.ANY NONCONFORMITY OR DEFECT IN THE AIRBUS CBT DELIVERED UNDER THIS AGREEMENT. FOR THE PURPOSES OF THIS CLAUSE 8.2, "THE SELLER" SHALL INCLUDE THE SELLER, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS. 17 EQUIPMENT SUPPLIER PRODUCT SUPPORT

Appears in 1 contract

Sources: Purchase Agreement (Tam S.A.)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPWhere a manufacturer's warranty applies to new Goods at the time of sale as indicated in writing in the Agreement signed by Vendor, WHEN PROPERLY MAINTAINED UNDER NORMAL USEVendor will assign to Buyer such manufacturer's warranty applicable to such Goods to the extent permitted by the terms of such warranty and subject to all conditions and exclusions set forth therein. Services (if any) supplied by Vendor are covered by Vendor’s then-current standard service warranty subject to all conditions and exclusions included in the applicable written warranty statement. Used Goods are sold as is where is, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER at Buyer's risk and peril, with no warranty except the warranties, if any, expressly set forth in the Agreement signed by Vendor in respect of such Goods subject to all conditions and exclusions included in the applicable written warranty statement. Copies of all warranty statements are available upon request. NONE OF THE PRODUCT (FOREGOING WARRANTIES APPLY AND VENDOR MAKES NO WARRANTY WHATSOEVER RELATED TO FIRE SUPPRESSION SYSTEMS OR THE AWARRANTY PERIOD")RECOMMENDATION, INSTALLATION, REMOVAL, MAINTENANCE OR SERVICING OF SAME. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT EXCEPT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEFOREGOING WARRANTIES, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION VENDOR MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWARRANTY, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY WITH RESPECT TO GOODS OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, SERVICES INCLUDING, BUT NOT LIMITED TO, DAMAGE ANY IMPLIED WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE OR LOSS RESULTING MERCHANTABILITY OR QUALITY OR ANY IMPLIED WARRANTIES THAT MAY ARISE FROM INABILITY TO USE THE PRODUCTSCOURSE OF DEALING BETWEEN THE PARTIES. ALL IMPLIED WARRANTIES AND CONDITIONS, INCREASED OPERATING COSTS OR LOSS OF SALESWHETHER STATUTORY, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTYARISING BY OPERATION OF LAW OR OTHERWISE, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODARE EXPRESSLY DISCLAIMED BY VENDOR AND WAIVED BY BUYER. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Sales Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPSeller warrants good, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE free and clear title to the Goods. Seller further warrants that the Goods will be free from defects at the time of Delivery. Seller further warrants that the geotextile dewatering tubes shall be free from defects in workmanship for a period of twelve (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT months from Delivery (THE AWARRANTY PERIOD"“Warranty Period”). A COPY If the Goods or geotextile dewatering tubes do not conform to the warranty, Seller shall replace the Goods at Seller’s cost to the original place and through the original means of Delivery. Upon request, ▇▇▇▇▇▇ agrees to assign any original supplier or manufacturer warranty to Buyer; if such warranties exist and if such warranties are assignable. THERE SHALL BE NO WARRANTY OR RE- WARRANT PERIOD FOR ANY REPAIRED OR REPLACED GOODS. THE FOREGOING REMEDIES IN THIS SECTION 8 SHALL CONSTITUTE THE SOLE AND EXCLUSIVE REMEDIES OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalBUYER, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE AND SOLE AND EXCLUSIVE LIABILITY OF SELLER, FOR DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSGOODS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY SELLER DOES NOT APPLY TO MAKE ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEOTHER WARRANTIES OR REPRESENTATIONS, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, OF ANY KIND WHATSOEVER INCLUDING WITHOUT LIMITATION, THAT ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, WHETHER SUCH OTHER WARRANTIES MIGHT ARISE UNDER LAW, COURSE OF DEALING, CUSTOM OF TRADE, OR WITHIN OTHERWISE. UPON THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE EXPIRATION OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 , ALL SUCH LIABILITY SHALL TERMINATE EXCEPT FOR ANY WARRANTY CLAIMS ASSERTED BY BUYER PRIOR TO THE FOREGOING CONSTITUTES END OF THE DEALER'S SOLE WARRANTY PERIOD THAT HAVE NOT BEEN REMEDIED BY SELLER. THE OBLIGATIONS OF SELLER UNDER THE WARRANTY ARE LIMITED AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.SHALL NOT APPLY TO: IMPROPER INSTALLATION;

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO DRAGON warrants that its PRODUCTS shipped to DISTRIBUTOR shall be free from material defect and shall be reasonably suitable for resale. Unless otherwise specified, the warranty period for DRAGON's products shall be ninety (90) days from date of DRAGON's shipment. In the event that DISTRIBUTOR finds such defects in DRAGON's products DISTRIBUTOR's sole remedy shall be the repair, replacement or refund of the amounts paid to DRAGON for any defective product, at the sole discretion of DRAGON. IN NO EVENT SHALL DRAGON BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLIABLE FOR CONSEQUENTIAL, WHEN PROPERLY MAINTAINED UNDER NORMAL USEINCIDENTAL OR SPECIAL DAMAGES, OR FOR A PERIOD OF TWELVE (12) MONTHS INSTALLATION, ADJUSTMENTS, OR OTHER EXPENSES WHICH MAY ARISE FROM THE DATE PURCHASE OR RESALE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSPRODUCTS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEWARRANTIES OTHER THAN THOSE EXPRESSLY SET FORTH ABOVE SHALL APPLY, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION AND DRAGON MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE AS TO ITS PRODUCTS. FAILURE TO MAKE ANY CLAIM DISTRIBUTOR UNDERSTANDS THAT DRAGON'S SPEECH RECOGNITION PRODUCTS ARE BASED UPON A STATISTICAL PROCESS IN WRITING, OR WITHIN WHICH ERRORS ARE AN INHERENT PART OF THEIR OPERATION. DISTRIBUTOR ACCEPTS THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, RESPONSIBILITY OF ENSURING THAT ITS RESELLERS AND THEIR CUSTOMERS UNDERSTAND THAT SUCH ERRORS ARE INEVITABLE AND THAT ITS CUSTOMERS AND ITS RESELLERS AND RESELLERS CUSTOMERS ARE RESPONSIBLE FOR CORRECTING SUCH ERRORS. DRAGON SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT IN NO EVENT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL ANY DIRECT OR CONSEQUENTIAL INDIRECT DAMAGES, UNDER ANY CIRCUMSTANCESINCLUDING PERSONAL INJURY OR DEATH, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO ERRORS THAT OCCUR IN THE USE THE OF PRODUCTS. Some states or countries do not allow the exclusion or limitation of implied warranties or liability for incidental or consequential damages, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODso the above limitation or exclusion may not apply. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Authorized Distributor Agreement (Dragon Systems Inc)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP4.1. For all of the Goods supplied hereunder, WHEN PROPERLY MAINTAINED UNDER NORMAL USESeller warrants that at the time of delivery, FOR A PERIOD OF TWELVE all Goods furnished hereunder will conform to the Specification as in effect at the time of delivery and all Goods have been manufactured at the Plant in accordance with the applicable environmental laws in Germany. Seller further warrants that Buyer or the Authorized Participant will receive good and marketable title to all Goods purchased hereunder, free and clear of all liens and encumbrances whatsoever. Buyer or Authorized Participant shall inspect the Goods supplied under this Agreement within a reasonable time after delivery, in no event later than ninety (1290) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT days after receipt (THE AWARRANTY PERIOD"the “Rejection Period”). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIf any of the Goods are rejected within the Rejection Period because of nonconformity to Specifications, Inc. NonSeller will promptly replace or otherwise correct at its sole expense any Goods sold hereunder that fail to so conform to the Specification and/or applicable environmental laws and to promptly initiate a problem resolution process to formulate and implement appropriate corrective action plans to prevent further failures. Further, Seller warrants that any certificate of analysis submitted with the Goods will accurately and completely represent Seller’s laboratory findings with respect to tests performed on samples of the Goods. Any claim made under this Section 4 after expiry of the Rejection Period shall be time barred. However, claims resulting from a latent defect shall become time-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONbarred after 12 months from transfer of title. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE4.2. EXCEPT AS SET FORTH ABOVE, ABUSESELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO, THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE IN ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION EVENT SELLER SHALL NOT BE LIABLE FOR DIRECT, INDIRECTANY SPECIAL, INCIDENTAL, SPECIAL CONSEQUENTIAL OR CONSEQUENTIAL PUNITIVE DAMAGES. HOWEVER, DAMAGES DIRECTLY RESULTING FROM A BREACH OF THE WARRANTIES IN SECTION 4 TO BUYER’S OR AUTHORIZED PARTICIPANT’S FACILITIES, EQUIPMENT, COMPOUND OR END PRODUCT SHALL BE CONSIDERED DIRECT DAMAGES PROVIDED THAT THE DIRECT DAMAGE TO COMPOUND OR END PRODUCT ONLY CONSISTS OF THE VALUE OF THE MATERIAL AND THE PROVEN COST OF LABOUR FOR THE PRODUCTION OF THE COMPOUND OR END PRODUCT BEING DAMAGED BY A BREACH OF THE WARRANTIES IN SECTION 4 AND ANY COSTS REQUIRED TO SCRAP COMPOUND OR END PRODUCT BEING DAMAGED BY A BREACH OF THE WARRANTIES IN SECTION 4. IN ANY EVENT, HOWEVER, THE SELLER’S LIABILITY FOR SUCH DIRECT DAMAGE SHALL BE LIMITED TO (i) [*****] PER DELIVERY OF GOODS CAUSING. THE BREACH OF THE WARRANTIES IN SECTION 4 AND (ii) THE AGGREGATE CAP PURSUANT TO SECTION 7.3 HEREOF. FOR THE AVOIDANCE OF DOUBT, ANY RIGHTS OF THE BUYER TO CLAIM REPLACEMENT OF GOODS BEING DELIVERED OUT OF THE AGREED SPECIFICATION PURSUANT TO SECTION 4.1 DO NOT FALL UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODTHESE CAPS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Global Raw Materials Agreement (Trinseo S.A.)

Warranty. 10.1 EXASOL warrants that the Software, when properly used, will operate in all material respects in conformity with the Documentation and this Agreement. Except as set out in this Agreement, in the event of non-conforming Software Customer's sole remedy and EXASOL's exclusive liability shall be, as applicable and at EXASOL's option, replacement of the affected Software or parts of Software at no additional charge, or a refund of the fees paid. THIRD PARTY SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EXASOL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FITNESS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE PARTICULAR PURPOSE, AND WHETHER ARISING BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION STATUTE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND LAW WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS SOFTWARE AND DOCUMENTATION. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM ALL ERRORS IN WRITINGTHE SOFTWARE WILL BE CORRECTED, OR WITHIN THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SOFTWARE'S FUNCTIONALITY WILL MEET ALL CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES HIS RESPONSIBILITY TO REGULARLY AND INDEPENDENTLY BACK UP DATA MAINTAINED ON THE CLUSTER USING THE SOFTWARE. THE PROPER BACK UP FREQUENCY SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BE DETERMINED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CUSTOMER WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERTHE RELATIVE IMPORTANCE AND VALUE OF THE DATA IN QUESTION. If upon request or demand by the Customer EXASOL undertakes work of any substantial form for identifying, locating and repairing errors, which does not fall within EXASOL’s sphere of responsibility (as set out in part B “MAINTENANCE” below), EXASOL shall be entitled to invoice Customer for such work at EXASOL then current rates. EXASOL shall seek written permission from the Customer prior to commencing work of this nature.

Appears in 1 contract

Sources: Software License and Services Agreement

Warranty. 10.1 Micro Focus and its affiliates respectively will provide Micro Focus SaaS consistent with the Service Description using qualified personnel and in a workmanlike manner. The Micro Focus SaaS and Licensed Software are provided to Customer “AS-IS” without warranty of any kind. MICRO FOCUS DOES NOT WARRANT THAT THE CORPORATION WARRANTS FUNCTIONALITY CONTAINED IN THE MICRO FOCUS SAAS AND LICENSED SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE, OR WORK IN COMBINATION WITH ANY OTHER SOFTWARE, APPLICATIONS, OR SYSTEMS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. EXCEPT AS SET FORTH HEREIN AND TO THE DEALER EACH PRODUCT SOLD EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLAW, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WARRANTIES WITH RESPECT TO THE PRODUCTSMICRO FOCUS SAAS AND LICENSED SOFTWARE, EITHER EXPRESS WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY STATUTORY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCESOTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTSIMPLIED WARRANTIES OF MERCHANTABILITY, INCREASED OPERATING COSTS OR LOSS QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF SALESCOURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR ANY OTHER DAMAGESTRADE PRACTICE ARE EXPRESSLY DISCLAIMED BY MICRO FOCUS, ITS AFFILIATES, AND ITS THIRD-PARTY SUPPLIERS. TO MAKE A CLAIM UNDER THIS WARRANTYCustomer acknowledges that Customer is responsible for the selection of the Micro Focus SaaS and Licensed Software to achieve Customer’s intended results and for the installation and/or use of, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODand results obtained from, the Micro Focus SaaS and the Licensed Software. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Software as a Service Agreement

Warranty. 10.1 EXASOL warrants that the Software, when properly used, will operate in all material respects in conformity with the Documentation and this Agreement. Except as set out in this Agreement, in the event of non-conforming Software Customer's sole remedy and EXASOL's exclusive liability shall be, as applicable and at EXASOL's option, replacement of the affected Software or parts of Software at no additional charge, or a refund of the Fees paid. THIRD PARTY SOFTWARE (EXCLUDING EXASOL’s RELATED UNDERTAKINGS SOFTWARE) IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EXASOL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FITNESS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE PARTICULAR PURPOSE, AND WHETHER ARISING BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION STATUTE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND LAW WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS SOFTWARE AND DOCUMENTATION. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM ALL ERRORS IN WRITINGTHE SOFTWARE WILL BE CORRECTED, OR WITHIN THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SOFTWARE'S FUNCTIONALITY WILL MEET ALL CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES HIS RESPONSIBILITY TO REGULARLY AND INDEPENDENTLY BACK UP DATA MAINTAINED ON THE CLUSTER USING THE SOFTWARE. THE PROPER BACK UP FREQUENCY SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BE DETERMINED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CUSTOMER WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERTHE RELATIVE IMPORTANCE AND VALUE OF THE DATA IN QUESTION. If upon request or demand by the Customer EXASOL undertakes work of any substantial form for identifying, locating and repairing errors, which does not fall within EXASOL’s sphere of responsibility (as set out in part 2 “MAINTENANCE” below), EXASOL shall be entitled to invoice Customer for such work at EXASOL then current rates. EXASOL shall seek written permission from the Customer prior to commencing work of this nature.

Appears in 1 contract

Sources: Evaluation License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP5.1 During the Shelf Life of the Product or until [***] after the Delivery Date of the Product whichever is longer (the “Warranty Period”), WHEN PROPERLY MAINTAINED UNDER NORMAL USEthe Product, FOR A PERIOD OF TWELVE as originally packaged by Seller, shall meet the Specifications and shall be compliant with all Applicable Laws. Further, Seller agrees that the Product: (12a) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT are prepared in accordance with all Applicable Laws; (THE AWARRANTY PERIOD")b) are merchantable and free from defects, latent or otherwise; (c) are new and conveyed by Seller to Buyer with good title, free and clear of all liens and encumbrances of any kind; and (e) do not infringe, misappropriate, or otherwise violate the intellectual property or other proprietary rights of any Person. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONSeller further agrees that it will perform its obligations hereunder in compliance with all Applicable Laws. 10.3 5.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEAGREEMENT, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION SELLER MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER EXPRESS OR IMPLIED, INCLUDING STATUTORY OR OTHERWISE, CONCERNING THE PRODUCT, INCLUDING, WITHOUT LIMITATION, THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE OR THE RESULTS TO BE DERIVED FROM THE USE OF THE PRODUCT. FAILURE TO MAKE ANY CLAIM EXCEPT AS EXPRESSLY SET FORTH IN WRITINGTHIS AGREEMENT, BUYER ASSUMES ALL RISKS AND LIABILITY FOR (i) RESULTS OBTAINED BY THE USE OF THE PRODUCT PURCHASED HEREUNDER, WHETHER USED AS DELIVERED OR IN COMBINATION WITH OTHER PRODUCT, (ii) DETERMINING FITNESS FOR USE IN, OR WITHIN THE THIRTY IN CONJUNCTION WITH, OTHER PRODUCT, (30iii) DAY PERIOD SET FORTH ABOVEOBTAINING GOVERNMENTAL HEALTH, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS SAFETY, ENVIRONMENTAL OR OTHER APPROVALS FOR UTILIZATION, AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE (iv) FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL ANY LOSS OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO THE HANDLING, USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS MISUSE BY BUYER OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPRODUCT PURCHASED HEREUNDER. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.5.3 In case of non-conformity to the warranties stated in section 5.1 discovered during the Warranty Period (“Defective Product”), Seller shall replace promptly and free of charge any Defective Product and subject to any and all limitation and exclusion under section 9.1 herein, reimburse any Losses incurred by Buyer due to the Defective Product provided that:

Appears in 1 contract

Sources: Multi Year Sales Agreement (Beyond Meat, Inc.)

Warranty. 10.1 Seller warrants that the Equipment sold hereunder will be free from defects in material and workmanship for a period of (i) one year from the date the Equipment is installed at Purchaser's plant or (ii) fourteen (14) months from the date upon which Seller is prepared or able to make delivery to Purchaser in accordance with the delivery terms set forth on the first page hereof, whichever comes first. SELLER'S WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF SELLER, THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER MANUFACTURER OF THE PRODUCT EQUIPMENT (OR ANY PORTION THEREOF), AND ANY OTHER ENTITY INVOLVED IN THE AWARRANTY PERIODSALE OR SERVICING OF THE EQUIPMENT, AND THEIR RESPECTIVE SUBSIDIARIES, RELATED AND AFFILIATED COMPANIES (HEREINAFTER REFERRED TO AS THE "MANUFACTURING AND SELLING COMPANIES"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLWHETHER EXPRESS, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGSTATUTORY, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OTHERWISE CREATED UNDER ANY CIRCUMSTANCESAPPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, DAMAGE ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR LOSS RESULTING FROM INABILITY TO USE USE. IN NO EVENT SHALL SELLER, THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS MANUFACTURER OF SALESTHE EQUIPMENT, OR ANY OTHER ENTITY INVOLVED IN THE SALE OR SERVICING OF THE EQUIPMENT, AND THEIR SUBSIDIARIES, RELATED AND AFFILIATED COMPANIES, BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, WHETHER OR NOT CAUSED BY OR RESULTING FROM THEIR NEGLIGENCE, UNLESS SPECIFICALLY PROVIDED HEREIN. IN ADDITION, THIS WARRANTY SHALL NOT APPLY TO MAKE A CLAIM UNDER ANY EQUIPMENT OR PORTIONS THEREOF WHICH HAVE BEEN SUBJECTED TO ABUSE, MISUSE, IMPROPER INSTALLATION, MAINTENANCE OR OPERATION, ELECTRICAL FAILURE OR ABNORMAL CONDITIONS; AND TO EQUIPMENT WHICH HAS BEEN TAMPERED WITH, ALTERED, MODIFIED, REPAIRED OR REWORKED BY ANYONE NOT APPROVED BY SELLER. UNLESS SPECIFICALLY PROVIDED HEREIN, THIS WARRANTYWARRANTY SHALL NOT APPLY TO THE PORTIONS OF THE PRODUCT NOT MANUFACTURED BY MITSUBISHI HEAVY INDUSTRIES PLASTIC TECHNOLOGY CO., DEALER MUST NOTIFY LTD., INCLUDING, BUT NOT LIMITED TO, THE CORPORATION IN WRITING WITHIN CONTROL. SELLER SHALL ASSIGN TO PURCHASER SUCH WARRANTIES AS SELLER SHALL RECEIVE FROM THE WARRANTY PERIODMANUFACTURER(S) OF SUCH PORTIONS OF THE EQUIPMENT WHICH ARE MANUFACTURED BY MANUFACTURERS OTHER THAN MITSUBISHI HEAVY INDUSTRIES PLASTIC TECHNOLOGY CO. 10.5 , LTD. SUCH PORTION OF THE FOREGOING CONSTITUTES THE DEALEREQUIPMENT SHALL BE SEPARATELY WARRANTED BY SUCH MANUFACTURERS. PURCHASER'S SOLE AND EXCLUSIVE REMEDY UNDER THIS WARRANTY SHALL BE LIMITED TO, AT SELLER’S DISCRETION, THE REPLACEMENT OR REPAIR OF ANY DEFECTIVE EQUIPMENT OR PART THEREOF OR THE REFUND OF THE PURCHASE PRICE IN EXCHANGE FOR PURCHASER’S RETURN OF THE EQUIPMENT TO SELLER, FREE AND CLEAR OF ALL LIENS AND ENCUMBRANCES OF ANY NATURE. IN NO EVENT SHALL SELLER’S LIABILTY HEREUNDER OR OTHERWISE ARISING RELATIVE TO THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.SALE OF THE EQUIPMENT EXCEED IN ANY EVENT OR UNDER ANY THEORY OR CAUSE OF ACTION, THE PURCHASE PRICE

Appears in 1 contract

Sources: Sales Contract

Warranty. 10.1 MICRO FOCUS AND ITS AFFILIATES RESPECTIVELY WILL PROVIDE MICRO FOCUS SAAS CONSISTENT WITH THE CORPORATION WARRANTS SERVICE DESCRIPTION USING QUALIFIED PERSONNEL AND IN A WORKMANLIKE MANNER. THE MICRO FOCUS SAAS AND LICENSED SOFTWARE ARE PROVIDED TO CUSTOMER “AS-IS” WITHOUT WARRANTY OF ANY KIND. MICRO FOCUS DOES NOT WARRANT THAT THE FUNCTIONALITY CONTAINED IN THE MICRO FOCUS SAAS AND LICENSED SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, THAT OPERATION WILL BE UNINTERRUPTED, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE, OR WORK IN COMBINATION WITH ANY OTHER SOFTWARE, APPLICATIONS, OR SYSTEMS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. EXCEPT AS SET FORTH HEREIN AND TO THE DEALER EACH PRODUCT SOLD EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLAW, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO ALL OTHER WARRANTY OR REPRESENTATION OF ANY KIND WARRANTIES WITH RESPECT TO THE PRODUCTSMICRO FOCUS SAAS AND LICENSED SOFTWARE, EITHER EXPRESS WHETHER EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY STATUTORY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCESOTHERWISE, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTSIMPLIED WARRANTIES OF MERCHANTABILITY, INCREASED OPERATING COSTS OR LOSS QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF SALESCOURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR ANY OTHER DAMAGESTRADE PRACTICE ARE EXPRESSLY DISCLAIMED BY MICRO FOCUS, ITS AFFILIATES, AND ITS THIRD-PARTY SUPPLIERS. CUSTOMER ACKNOWLEDGES THAT CUSTOMER IS RESPONSIBLE FOR THE SELECTION OF THE MICRO FOCUS SAAS AND LICENSED SOFTWARE TO MAKE A CLAIM UNDER THIS WARRANTYACHIEVE CUSTOMER’S INTENDED RESULTS AND FOR THE INSTALLATION AND/OR USE OF, DEALER MUST NOTIFY AND RESULTS OBTAINED FROM, THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY MICRO FOCUS SAAS AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERLICENSED SOFTWARE.

Appears in 1 contract

Sources: Software as a Service Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalExcept for software support services provided by ▇▇▇▇▇▇▇ Industries, Inc. Non(“▇▇▇▇▇▇▇”), all products (including parts and components) and repairs provided by ▇▇▇▇▇▇▇ are warranted to be free of defects in material and workmanship for a period of one (1) year after the product is first used, or eighteen (18) months after the date of shipment, whichever period is less, provided that: (A) the repaired item(s) and/or product(s) is in the possession of the original user and has not been sold or transferred to, or is in the control of, a third-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY party; (B) the repaired item(s) and/or product(s) has been used properly for its intended purpose; (C) Buyer provides ▇▇▇▇▇▇▇ with written notice of any defect within thirty (30) DAYS days from the earliest date on which the defect should reasonably have been discovered; (D) the defectively repaired item(s) and/or product(s) is returned to ▇▇▇▇▇▇▇ in accordance with the terms of the “RETURN OF DISCOVERY EQUIPMENT” section below, and (E) Buyer has complied with all its payment obligations to ▇▇▇▇▇▇▇ for the parts and/or repairs in question. ALL OTHER WARRANTIES, BOTH IMPLIED AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSEXPRESS, ARE EXPRESSLY WAIVED, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONWRITTEN OR ORAL REPRESENTATIONS MADE BY ▇▇▇▇▇▇▇’▇ EMPLOYEES, THAT AGENTS OR REPRESENTATIVES CAN EXPAND THE SCOPE OF MERCHANTABILITY THIS WARRANTY OR FITNESS FOR A PARTICULAR USE. FAILURE BE RELIED UPON BY BUYER TO MAKE ANY CLAIM IN WRITING, OR WITHIN EXPAND THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE SCOPE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION WARRANTY UNLESS MADE IN WRITING WITHIN THE AND SIGNED BY AN OFFICER OF ▇▇▇▇▇▇▇. THIS WARRANTY PERIODIS NOT ASSIGNABLE OR TRANSFERABLE AND ▇▇▇▇▇▇▇’▇ OBLIGATIONS HEREUNDER TERMINATE WHEN ANY PRODUCT IS TRANSFERRED OR SOLD TO ANY THIRD PARTY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Repair Warranty

Warranty. 10.1 a) If You are located outside the US or Canada: AS THE CORPORATION WARRANTS CONTENT IS PROVIDED TO YOU FREE OF CHARGE, SAP DOES NOT GUARANTEE OR WARRANT ANY FEATURES OR QUALITIES OF CONTENT OR GIVE ANY UNDERTAKING WITH REGARD TO ANY OTHER QUALITY. NO SUCH WARRANTY OR UNDERTAKING SHALL BE IMPLIED BY YOU FROM ANY DESCRIPTION IN THE CONTENT ITSELF OR ANY AVAILABLE DOCUMENTATION OR ANY OTHER COMMUNICATION OR ADVERTISEMENT FOR SAP SOFTWARE OR CONTENT EXCEPT TO THE DEALER EACH PRODUCT SOLD BY IT EXTENT THAT SAP HAS EXPRESSLY CONFIRMED A SPECIFIC QUALITY IN WRITING. IN PARTICULAR, SAP DOES NOT WARRANT THAT THE CONTENT WILL BE AVAILABLE UNINTERRUPTED OR PERMANENTLY. ALL WARRANTY CLAIMS ARE SUBJECT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD THE LIMITATION OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONLIABILITY SECTION BELOW. 10.3 THIS WARRANTY DOES NOT APPLY b) If You are located in the US or Canada: THE SOFTWARE IS LICENSED TO YOU “AS IS”, WITHOUT ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEWARRANTY, ABUSEESCROW, NEGLIGENCE TRAINING, MAINTENANCE, OR ACCIDENT BY SERVICE OBLIGATIONS WHATSOEVER ON THE DEALER OR THIRD PARTIESPART OF SAP. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION SAP MAKES NO OTHER WARRANTY EXPRESS OR REPRESENTATION IMPLIED WARRANTIES OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIEDTYPE WHATSOEVER, INCLUDING WITHOUT LIMITATION, THAT BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY OR AND OF FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN YOU ASSUME ALL RISKS ASSOCIATED WITH THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE USE OF THE PRODUCTS SOFTWARE, INCLUDING WITHOUT LIMITATION RISKS RELATING TO QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, AND AN ADMISSION BY THE DEALER UTILITY IN A PRODUCTION ENVIRONMENT. IN PARTICULAR, SAP DOES NOT WARRANT THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT SOFTWARE WILL BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL AVAILABLE UNINTERRUPTED OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPERMANENTLY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: End User License Agreement

Warranty. 10.1 Seller warrants goods manufactured by it will be free from defects in material and workmanship for 3 months following upon the date of shipment unless agreed in writing by the Seller. If any of the Goods are found by Seller to be defective, Buyer’s sole and exclusive remedy and Seller’s sole and exclusive obligation shall be, at Seller’s option, replacement or repair of the goods. The parties hereto expressly agree that ▇▇▇▇▇’s sole and exclusive remedy against the Seller shall be for the repair or replacement of defective Goods as provided herein. The exclusive remedy shall not be deemed to have failed of its essential purpose so long as the Seller is willing and able to repair or replace defective Goods in the prescribed manner. THE CORPORATION WARRANTS TO FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. NO AFFIRMATION OF SELLER, BY WORDS OR ACTION, OTHER THAN AS SET FORTH IN THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS SECTION, SHALL CONSTITUTE A WARRANTY, IN MATERIAL AND WORKMANSHIPPARTICULAR, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM WITHOUT LIMITING THE DATE OF PURCHASE BY THE DEALER GENERALITY OF THE PRODUCT (FOREGOING. IF THE AWARRANTY PERIOD"). A COPY OF GOODS ARE MANUFACTURED ACCORDING TO BUYER’S SPECIFICATIONS, SELLER DOES NOT WARRANT THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING ADEQUACY OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSSUCH SPECIFICATIONS. NO PRODUCTS GOODS WHICH MAY BE RETURNED SOLD BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 SELLER BUT WHICH ARE NOT MANUFACTURED BY SELLER ARE NOT WARRANTED BY SELLER. THIS WARRANTY DOES NOT COVER LABOR OR OTHER COSTS OR EXPENSES TO REMOVE OR INSTALL ANY DEFECTIVE, REPAIRED OR REPLACED GOODS. SELLER’S WARRANTY DOES NOT APPLY TO ANY PRODUCT GOODS WHICH HAS HAVE BEEN SUBJECTED TO MISUSE, ABUSEMISHANDLING, NEGLIGENCE MISAPPLICATION, NEGLECT (INCLUDING BUT NOT LIMITED TO IMPROPER MAINTENANCE), ACCIDENT, IMPROPER INSTALLATION, MODIFICATION (INCLUDING BUT NOT LIMITED TO USE OF UNAUTHORIZED PARTS OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGATTACHEMTNS), OR WITHIN THE THIRTY ADJUSTMENT OR REPAIR PERFORMED BY ANYONE OTHER THAN SELLER OR ONE OF SELLER’S AUTHORIZED AGENTS. It is expressly understood that any technical advice furnished by Seller with respect to the use of its Goods is given without charge, and Seller assumes no obligation or liability for the advice given, or the results obtained, all such advice being given and accepted at Buyer’s risk. This warranty is void in the event that repairs are made by anyone other than the Seller without prior authorization from Seller. Any Claim by ▇▇▇▇▇ with reference to the Goods sold hereunder shall be deemed waived by the Buyer unless submitted in writing to Seller within thirty (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERdays following ▇▇▇▇▇’s receipt of the Goods. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAny cause of action for breach of the foregoing warranty shall be brought within one year from the date of shipment. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Sales Contracts

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL (a) NRC warrants that the services provided hereunder will be performed in a good and workmanlike manner, and that the deliverables provided by NRC to Kaiser will conform to the applicable Task Specification. NRC's sole obligation under this warranty is to correct and adjust the deliverables which, within a reasonable time, are found to not conform to this warranty. (b) NRC does not warrant or represent that the services or products provided pursuant to this Agreement will be capable of achieving any particular result in Kais▇▇'▇ ▇▇▇iness, or that all errors, defects or deficiencies can or will be found or corrected, or that any deliverables which are the subject of the Task Specification will be error free. NRC'S ENTIRE LIABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED KAIS▇▇'▇ ▇▇▇LUSIVE REMEDY FOR DEFECTIVE PERFORMANCE OR NON-PERFORMANCE UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 CONTAINED IN THIS SECTION 9 SHALL BE LIMITED TO CORRECTION AND ADJUSTMENT OF OR SUBSTITUTION FOR THE SERVICES OR PRODUCTS WHICH DO NOT CONFORM COMPLY WITH THIS WARRANTY, PROVIDED THAT NRC PROMPTLY AND IMMEDIATELY CORRECT, ADJUST OR SUBSTITUTE THE SERVICES OR THE PRODUCTS WHICH DO NOT COMPLY WITH THIS WARRANTY AND FURTHER PROVIDED THAT KAISER SHALL ALLOW A REASONABLE OPPORTUNITY FOR NRC TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, ORPROVIDE SUCH REMEDY AND SHALL ASSIST NRC, AT THE CORPORATIONNRC'S OPTIONEXPENSE, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF IDENTIFYING AND ANALYZING SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONDEFECTS OR DEFICIENCIES. 10.3 THIS (c) THE LIMITED WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEPROVIDED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, ABUSEGUARANTEES AND CONDITIONS, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM PURPOSE AND THOSE ARISING BY STATUTE OR OTHERWISE IN WRITINGLAW, OR WITHIN FROM A COURSE OF DEALING OR USAGE OF TRADE. (d) IN NO EVENT SHALL NRC BE OBLIGATED OR LIABLE TO KAISER FOR ANY CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE THIRTY (30) DAY PERIOD SET FORTH ABOVESERVICES OR PRODUCTS PROVIDED BY NRC HEREUNDER, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION OR ANY DELIVERABLES PROVIDED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSNRC TO KAISER HEREUNDER, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, INCLUDING BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESREVENUE OR PROFIT, EVEN IF NRC HAS BEEN ADVISED OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY KNEW OR SHOULD HAVE KNOWN OF THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPOSSIBILITY OF SUCH DAMAGES OR LOSS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Member/Patient Survey Project Agreement (National Research Corp)

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPa. During the subscription period for the SaaS Services, WHEN PROPERLY MAINTAINED UNDER NORMAL USEthe SaaS Services will perform materially in accordance with the applicable Documentation. Provided that Licensee notifies Licensor of a claim under this warranty within 30 days of the date on which the condition giving rise to the claim first appears, FOR A PERIOD OF TWELVE Licensee’s exclusive remedy and Licensor’s sole liability with regard to any breach of this warranty will be, at Licensor's option and expense, to either: (12i) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT repair or replace the nonconforming SaaS Services or (THE AWARRANTY PERIOD"ii) terminate the Order Form for the affected SaaS Services and refund Licensee, on a pro rata basis, any unused, prepaid fees as of the termination effective date. but in no event less than one thousand dollars (USD $1,000). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 b. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SAAS SERVICES ARE PROVIDED WITHOUT WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE THE IMPLIED WARRANTIES OF, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR LOSS RESULTING FROM INABILITY TO USE USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. LİCENSOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, SERVICE PROVIDERS AND LICENSORS DO NOT WARRANT THAT: (I) THE PRODUCTSSAAS SERVICES OR THE SITE WILL BE UNINTERRUPTED OR ERROR FREE , INCREASED OPERATING COSTS (II) THE SAAS SERVICES AND/OR LOSS THE SITE ARE FREE OF SALES, VIRUSES OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY HARMFUL COMPONENTS; OR (IV) THE CORPORATION IN WRITING WITHIN RESULTS OF USING THE WARRANTY PERIODSAAS SERVICES AND/ OR THE SITE WILL MEET LİCENSEE’S OR AUTHORIZED USERS’REQUIREMENTS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Software License and Maintenance Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP11.1 SPSS warrants that the SOFTWARE will, WHEN PROPERLY MAINTAINED UNDER NORMAL USEfor a period of sixty (60) days from the date of initial shipment by SPSS, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")operate substantially in accordance with the functionality specified in the applicable DOCUMENTATION, provided that the SOFTWARE is installed and operated in accordance with such DOCUMENTATION. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalThis warranty applies only to the unmodified portion of the SOFTWARE. SPSS does not warrant uninterrupted or error-free operation of the SOFTWARE, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLor that SPSS will correct all SOFTWARE defects. In the event of a breach of the foregoing warranty, BY THE CORPORATION'S DECISIONLICENSEE shall promptly report such breach to SPSS and SPSS will replace the subject SOFTWARE or if SPSS is unable to deliver such replacement within a commercially reasonable period of time, BE REPLACED OR REPAIREDLICENSEE may return the subject SOFTWARE and SPSS will refund the license fees paid for the subject SOFTWARE. Upon returning the SOFTWARE, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONLICENSEE’S license terminate. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE11.2 The remedies set forth in Section 11.1 is SPSS’ sole responsibility and LICENSEE’s sole and exclusive remedy for such warranty 11.3 LICENSEE and LICENSEE alone is responsible for determining which SOFTWARE meets its particular needs and the results obtained. THESE WARRANTIES ARE LICENSEE’S EXCLUSIVE WARRANTIES AND REPLACE ALL OTHER WARRANTIES OR CONDITIONS, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATIONBUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, THAT OF MERCHANTABILITY OR SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, USE OF REASONABLE SKILL AND CARE, OR WITHIN TITLE, AND ANY WARRANTY OR CONDITION OF NON-INFRINGEMENT AND ALL SUCH WARRANTIES AND CONDITIONS ARE EXPRESSLY DISCLAIMED. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE THIRTY (30) DAY PERIOD SET FORTH ABOVEEXCLUSION OF EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF SO THE PRODUCTS AND AN ADMISSION BY THE DEALER ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE. IN THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSEVENT, SUCH WARRANTIES OR CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT ARE LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY IN DURATION TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. NO WARRANTIES OR CONDITIONS APPLY AFTER THAT PERIOD. SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY OR CONDITION LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO LICENSEE. THESE WARRANTIES GIVE LICENSEE SPECIFIC LEGAL RIGHTS. LICENSEE MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE OR JURISDICTION TO JURISDICTION. In the European Union (“EU”), consumers have legal rights under applicable national legislation governing the sale of consumer goods. Such rights are not affected by the provisions set out in this Section 11 Warranty and Exclusions. The territorial scope of the Limited Warranty is worldwide. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Annual Academic Software Licence

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPLCI warrants to the Customer that for a period of one (1) calendar year from date of delivery of the goods (the “Warranty Period”), WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")such goods will conform to any LCI published specifications in effect as of the date of manufacture and be free from material defects in materials and workmanship. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT EXCEPT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEEXPRESS WARRANTIES SET FORTH ABOVE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION LCI MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WHATSOEVER WITH RESPECT TO THE PRODUCTSGOODS, EITHER INCLUDING ANY (A) WARRANTY OR CONDITION OF MERCHANTABILITY; (B) WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION, CONDITION, OR WARRANTY MADE BY SELLER, OR ANY OTHER PERSON ON SELLER’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 1.1. SUBJECT TO APPLICABLE LAW, AND EXCEPT AS PROVIDED IN WRITING SIGNED BY AN AUTHORIZED OFFICER OF LCI OR AS OTHERWISE SET OUT HEREIN, LCI MAKES NO REPRESENTATIONS OR WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, , AND SPECIFICALLY EXCLUDES ALL LEGAL OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, THAT OF ANY WARRANTY AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITINGCustomer is responsible for the selection and configuration of goods purchased from LCI. Customer shall hold LCI harmless and indemnify and defend LCI (including its affiliates, OR WITHIN THE THIRTY (30assigns, directors, officers, employees, agents and representatives) DAY PERIOD SET FORTH ABOVEin respect of any claims arising out of or relating to the design, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSspecification, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODor use of goods sold by LCI to Customer. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. 10.1 THE CORPORATION WARRANTS (a) OneStream warrants that during the Applicable Term, the Software will conform in all material respects to OneStream's then- current Documentation for such Software. (b) The warranty in Section 10(a) will not apply to the extent that: (i) the Software is not used in accordance with this Agreement or the Documentation; (ii) the Software or any part thereof has been modified other than by OneStream or with OneStream’s written approval; or (iii) Customer fails to accept or implement an Update proffered by OneStream that would cause the Software to conform to the warranty. (c) To claim the benefit of the warranty in Section 8(a), Customer must; (i) notify OneStream of the non-conformity and (ii) provide to OneStream sufficient detail to allow OneStream to reproduce the nonconformity. (d) TO THE DEALER EACH PRODUCT SOLD MAXIMUM EXTENT PERMITTED BY IT TO BE FREE FROM DEFECTS IN MATERIAL LAW, ONESTREAM’S SOLE AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, EXCLUSIVE LIABILITY FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY ANY BREACH OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIN SECTION 10(a) SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF THE SOFTWARE, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS UNLESS, IN ONESTREAM’S OPINION, SUCH REPAIR OR REPLACEMENT WOULD BE INADEQUATE OR IMPRACTICAL, IN WHICH DO CASE ONESTREAM WILL REFUND: I) ANY PREPAID FEE THAT CUSTOMER HAS PAID BUT THAT ONESTREAM HAS NOT CONFORM TO THEIR DESCRIPTION EARNED, WHETHER BY PERFORMANCE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY PASSAGE OF TIME; AND II) THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT SUBSCRIPTION FEES PAID FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES LAST 90 DAYS FOR THE CORPORATION IN WRITING APPLICABLE SOFTWARE AND CUSTOMER WILL THEREUPON CEASE ALL USE OF SUCH DEFECT WITHIN THIRTY THE SOFTWARE AND THE APPLICABLE ORDER SCHEDULE (30AND, IF NO OTHER ORDER SCHEDULES ARE THEN ACTIVE,THIS AGREEMENT) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATIONWILL TERMINATE. 10.3 (e) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS WARRANTY AGREEMENT, INCLUDING AS SPECIFIED IN SUPPORT SERVICES: (i) ONESTREAM DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY WARRANT THAT THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OPERATION OF THE GPS CONTROLLER UNIT IS BROKEN FOR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE; (ii) ONESTREAM DISCLAIMS ANY REASON.AND ALL IMPLIED WARRANTIES; AND 10.4 THE CORPORATION (iii) ONESTREAM MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND AGAINST INTERFERENCE WITH RESPECT TO THE PRODUCTSCUSTOMER’S ENJOYMENT OF (f) The Software operates utilizing public networks, EITHER EXPRESS OR IMPLIEDincluding the internet, INCLUDING WITHOUT LIMITATIONwhich is not under the control of OneStream and is inherently unsecure. OneStream makes no representations, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGwarranties, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVEor guarantees of any kind, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSexpress, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECTimplied, INDIRECTstatutory, INCIDENTALor otherwise, SPECIAL OR CONSEQUENTIAL DAMAGESoral or written, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODwith respect to the performance or security of any public network. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Subscription License Agreement

Warranty. 10.1 Seller warrants that the Products sold hereunder will be free from defects in material and workmanship for a period of one (1) year from the date of invoice, unless otherwise specified in writing by Seller. SELLER’S WARRANTY HEREIN IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES OF SELLER, ITS PARENT AND AFFILIATED ENTITIES AND THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE MANUFACTURER OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS(COLLECTIVELY, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT“Manufacturing and Selling Parties”), INDIRECTWHETHER EXPRESS, INCIDENTALIMPLIED, SPECIAL STATUTORY, OR CONSEQUENTIAL DAMAGES, OTHERWISE CREATED UNDER ANY CIRCUMSTANCESAPPLICABLE LAW, INCLUDING, BUT NOT LIMITED TO, DAMAGE ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR LOSS RESULTING FROM INABILITY TO USE USE. IN NO EVENT SHALL SELLER OR THE PRODUCTSMANUFACTURING AND SELLING PARTIES BE LIABLE (AND PURCHASER SHALL NOT ASSERT ANY CLAIM) FOR SPECIAL, INCREASED OPERATING COSTS INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF SALES, OR ANY OTHER DAMAGESPROFITS. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S PURCHASER’S SOLE AND EXCLUSIVE REMEDY AND REMEDIES UNDER THIS WARRANTY SHALL BE LIMITED, AT SELLER’S EXCLUSIVE DISCRETION, TO: (1) REPLACEMENT OF ANY DEFECTIVE PRODUCTS OR PART THEREOF; (2) REPAIR OF ANY DEFECTIVE PRODUCTS OR PART THEREOF; OR (3) A CREDIT FOR THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERPURCHASE PRICE OF THE UNIT. The warranty and remedy set forth above are conditioned upon the proper storage, use and maintenance of the Products and conformance with all applicable recommendations of the Manufacturing and Selling Parties with respect to the Products; the warranty set forth herein applies only after Purchaser has returned allegedly defective Products to Seller’s repair center within the warranty period, pursuant to Seller’s instructions, and Seller has confirmed the existence of the alleged defect. Repaired or replaced Products shall have a warranty equal to the remainder of the warranty of the original Products sold to Purchaser. No agent, employee or representative of Seller (or any distributor, dealer or sales representative of Seller) has the authority to bind Seller to any affirmation, representation or warranty concerning the Products sold hereunder, and unless such affirmation, representation or warranty is specifically included in these Terms and Conditions, it will not form a part of the basis of these Terms and Conditions and shall in no way be binding upon the Seller or enforceable by Purchaser. Any and all warranty claims related to external damage to the Products must be made to Seller within thirty (30) days of Purchaser’s receipt of the Products.

Appears in 1 contract

Sources: Standard Terms and Conditions of Sale

Warranty. 10.1 The Licensor warrants that the Software is prepared in accordance with the state of art at the date of its conception and will perform substantially in accordance with its functional and technical specification at the time of delivery. Should the Software be found to contain any non-conformity or defect, the Licensee will notify the Licensor promptly thereof and the sole and exclusive liability of the Licensor under this Software License will be to correct the same. THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL WARRANTIES, OBLIGATIONS AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER LIABILITIES OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY LICENSOR AND/OR ITS SUPPLIERS AND REMEDIES OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalLICENSEE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLAND THE LICENSEE HEREBY WAIVES, BY THE CORPORATION'S DECISIONRELEASE AND RENOUNCES, BE REPLACED OR REPAIREDALL OTHER WARRANTIES, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY OBLIGATIONS AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL LIABILITIES OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 LICENSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE CORPORATION MAKES NO OTHER WARRANTY LICENSEE AGAINST THE LICENSOR, ITS SUPPLIERS AND/OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSTHEIR INSURERS, EITHER EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENSE INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: (A) ANY WARRANTY AGAINST HIDDEN DEFECTS; (B) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS; (C) ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, DAMAGE COURSE OF DEALING OR LOSS RESULTING USAGE OF TRADE; (D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR IN TORT AND WHETHER OR NOT ARISING FROM INABILITY TO USE THE PRODUCTSLICENSOR’S AND/OR ITS SUPPLIERS’ NEGLIGENCE, INCREASED OPERATING COSTS ACTUAL OR IMPUTED; AND (E) [***]. THE LICENSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF SALESUSE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CONSEQUENTIAL DAMAGES WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERANY NON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENSE. FOR THE PURPOSES OF THIS CLAUSE 11, “THE LICENSOR” WILL INCLUDE THE LICENSOR, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS. The Licensor shall have no liability for data that is entered into the Software by the Licensee and/or used for computation purposes.

Appears in 1 contract

Sources: Purchase Agreement (Flyi Inc)

Warranty. 10.1 EXASOL warrants that the Software, when properly used, will operate in all material respects in conformity with the Documentation and this Agreement. Except as set out in this Agreement, in the event of non-conforming Software Customer's sole remedy and EXASOL's exclusive liability shall be, as applicable and at EXASOL's option, replacement of the affected Software or parts of Software at no additional charge, or a refund of the fees paid. THIRD PARTY SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. EXASOL DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FITNESS FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE PARTICULAR PURPOSE, AND WHETHER ARISING BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION STATUTE OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND LAW WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS SOFTWARE AND DOCUMENTATION. NO WARRANTY IS MADE REGARDING THE RESULTS OF THE SOFTWARE OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM ALL ERRORS IN WRITINGTHE SOFTWARE WILL BE CORRECTED, OR WITHIN THAT THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SOFTWARE'S FUNCTIONALITY WILL MEET ALL CUSTOMER'S REQUIREMENTS. CUSTOMER ACKNOWLEDGES HIS RESPONSIBILITY TO REGULARLY AND INDEPENDENTLY BACK UP DATA MAINTAINED ON THE CLUSTER USING THE SOFTWARE. THE PROPER BACK UP FREQUENCY SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BE DETERMINED BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION CUSTOMER WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERTHE RELATIVE IMPORTANCE AND VALUE OF THE DATA IN QUESTION. If upon request or demand by the Customer EXASOL undertakes work of any substantial form for identifying, locating and repairing errors, which does not fall within EXASOL’s sphere of responsibility (as set out in Sec. 2 “MAINTENANCE” below), EXASOL shall be entitled to invoice Customer for such work at EXASOL then current rates. EXASOL shall seek written permission from the Customer prior to commencing work of this nature.

Appears in 1 contract

Sources: Software License and Services Agreement

Warranty. 10.1 (a) W ARRANTY – CUSTOMER ACKNOWLEDGES AND AGREES THAT THE CORPORATION WARRANTS TO LICENSED MATERIALS ARE AN EVALUATION VERSION PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. IDERA MAKES NO WARRANTIES THAT THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER USE OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalLICENSED MATERIAL WILL BE ERROR-FREE OR UNINTERRUPTED, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILLANY OTHER WARRANTIES, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTS, EITHER WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONANY WARRANTIES OF NON-INFRINGEMENT, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, PURPOSE. (b) NO CONSEQUENTIAL DAMAGES - UNDER NO CIRCUMSTANCES WILL IDERA OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT ITS AUTHORIZED REPRESENTATIVES BE LIABLE FOR DIRECTANY CONSEQUENTIAL, INDIRECT, INCIDENTALSPECIAL, SPECIAL PUNITIVE, EXEMPLARY OR CONSEQUENTIAL INCIDENTAL DAMAGES, UNDER WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS BY CUSTOMER OR ANY CIRCUMSTANCES, THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, DAMAGE CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR LOSS RESULTING FROM INABILITY TO USE OF THE PRODUCTS, INCREASED OPERATING COSTS INTERRUPTION IN USE OR LOSS AVAILABILITY OF SALESDATA, STOPPAGE OF OTHER WORK OR ANY IMPAIRMENT OF OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, DEALER MUST NOTIFY BREACH OF CONTRACT, BREACH OF ANY INTELLECTUAL PROPERTY RIGHT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT WILL THE CORPORATION AGGREGATE LIABILITY INCURRED IN WRITING WITHIN THE WARRANTY PERIODANY ACTION OR PROCEEDING BY IDERA OR ITS AUTHORIZED REPRESENTATIVE EXCEED ONE HUNDRED DOLLARS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Trial Software License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS 11.1 LICENSED MATERIALS ARE PROVIDED TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL COMPANY "AS IS" AND WORKMANSHIP"WITH ALL FAULTS", WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WITHOUT WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO FROM SIGMA. COMPANY ASSUMES ALL RISKS THAT LICENSED MATERIALS ARE SUITABLE OR ACCURATE FOR COMPANY’S NEEDS AND COMPANY’S USE OF THE PRODUCTSLICENSED MATERIALS IS AT COMPANY’S OWN DISCRETION AND RISK. SIGMA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES FOR LICENSED MATERIALS INCLUDING, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITINGALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, QUIET ENJOYMENT. NEITHER SIGMA NOR ITS SUPPLIERS OR LICENSORS SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, ANY INDIRECT, INCIDENTALSPECIAL, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE DAMAGES OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR (INCLUDING DAMAGES FOR LOSS OF SALESBUSINESS, LOSS OF PROFITS, OR ANY OTHER DAMAGESTHE LIKE), ARISING OUT OF THIS AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SIGMA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR OTHERWISE SHOULD KNOW ABOUT THE POSSIBILITY OF SUCH DAMAGES EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY. 11.2 The disclaimer of warranties, exclusive remedies, and limited liability set forth above are fundamental elements of the basis of the bargain between Sigma and Company. TO MAKE A CLAIM Company agrees that Sigma would not be able to provide Licensed Materials on an economic basis without such limitations. THE COLLECTIVE LIABILITY OF SIGMA , ITS AFFILIATES AND ITS SUPPLIERS, AND COMPANY’S EXCLUSIVE REMEDY UNDER THIS WARRANTY, DEALER MUST NOTIFY AGREEMENT SHALL BE LIMITED TO THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODAMOUNT ACTUALLY PAID BY COMPANY TO SIGMA HEREUNDER OR U.S. $100.00. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Z Wave Development Kit License Agreement

Warranty. 10.1 [Company] represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards and that the SaaS Services will perform substan- tially in accordance with the Documentation. For any beach of a warranty, Customer’s exclusive remedy shall be as provided in Section 6, Term and Termination. [COMPANY] WARRANTS THAT THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS SAAS SERVICES WILL PERFORM IN ALL MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS RESPECTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONSDOCUMENTATION. NO PRODUCTS [COMPANY] DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT [COMPANY] WILL CORRECT ALL SAAS SERVICES ERRORS. CUSTOMER ACKNOWLEDGES THAT [COMPANY] DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE RETURNED SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE [COMPANY] (EXPRESS OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND IMPLIED) WITH RESPECT TO THE PRODUCTS, EITHER EXPRESS SUBJECT MATTER OF THIS AGREEMENT. NEITHER [COMPANY] NOR ANY OF ITS LICENSORS OR IMPLIED, INCLUDING WITHOUT LIMITATION, OTHER SUPPLIERS WARRANT OR GUARANTEE THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OPERATION OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSSUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, CONDITIONS AND SPECIFICATIONS VIRUS-FREE OR ERROR-FREE, NOR SHALL [COMPANY] OR ANY OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT ITS SERVICE PROVIDERS BE LIABLE FOR DIRECTUNAUTHORIZED ALTERATION, INDIRECTTHEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALESFILES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODPROGRAMS. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Software as a Service Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPMEGW" warrants to Customer that it will provide the same quality of service it provides to other wholesale Customers, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD")which services shall at a minimum meet minimum standards required by applicable law or regulation. A COPY OF THE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN EXCEPT FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSEXPRESS WARRANTIES STATED IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED"MEGW" DISCLAIMS ALL WARRANTIES INCLUDING, INCLUDING WITHOUT LIMITATION, THAT ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR MERCHANTIBILITY AND FITNESS AND OF FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, PURPOSE WHETHER SUCH WARRANTIES ARE MADE BEFORE OR WITHIN AFTER THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDEREXECUTION HEREOF. THE CORPORATION SHALL NOT BE LIABLE STATED WARRANTIES HEREIN ARE IN LIEU OF ALL OBLIGATIONS OR LIABILITIES ON THE PART OF "MEGW" FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGE SPECIAL, INDIRECT OR LOSS RESULTING FROM INABILITY CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF "MEGW" SERVICE. IN NO EVENT SHALL "MEGW" BE LIABLE TO USE THE PRODUCTSCUSTOMER FOR SPECIAL, INCREASED OPERATING COSTS INDIRECT, INCIDENTAL OR LOSS CONSEQUENTIAL DAMAGES ARISING OUT OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM MEGAWORLD'S PERFORMANCE UNDER THIS WARRANTY, DEALER MUST NOTIFY AGREEMENT. IT IS EXPRESSLY UNDERSTOOD THAT THE CORPORATION IN WRITING WITHIN SOLE REMEDY OF CUSTOMER FOR BREACH OF THIS AGREEMENT BY "MEGW" OR FOR ANY DAMAGE TO CUSTOMER OR OTHER PERSON CLAIMED TO HAVE RESULTED FROM CUSTOMER'S RESALE OF "MEGW" SERVICE HEREUNDER OR FROM THE WARRANTY PERIOD. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.USE OF "MEGW'S" SERVICE IS CREDITS FOR

Appears in 1 contract

Sources: Customer Agreement (Megaworld Inc)

Warranty. 10.1 set forth in the corresponding Order. Client shall then have the right to conduct any review of the Deliverable as Client shall deem necessary or desirable. If Client, in its reasonable discretion, determines that any submitted Services or Deliverable does not meet the specifications, set forth in the applicable Order, Client shall have five (5) business days after MCCi’s submission to give written notice to MCCi specifying the deficiencies in reasonable detail. MCCi shall use reasonable efforts to promptly cure any such deficiencies. After completing any such cure, MCCi shall resubmit the Deliverable for review as set forth above. Notwithstanding the foregoing, if Client fails to reject any Deliverable within five (5) business days, such Deliverable shall be deemed accepted. MCCI DOES NOT WARRANT THAT THE CORPORATION WARRANTS SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE, PROVIDED THAT MCCI SHALL REMAIN OBLIGATED PURSUANT TO THIS SECTION 11. IF THE SERVICES FAIL TO CONFORM TO THE DEALER EACH PRODUCT SOLD BY IT FOREGOING WARRANTY IN ANY MATERIAL RESPECT OR TO THE SPECIFICATION SET FORTH IN AN ORDER, CLIENT’S INITIAL REMEDY WILL BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPFOR MCCI, WHEN PROPERLY MAINTAINED UNDER NORMAL USEAT ITS EXPENSE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER TO PROMPTLY USE COMMERCIALLY REASONABLE EFFORTS TO CURE OR CORRECT SUCH FAILURE. UPON FAILURE OF THE PRODUCT (FOREGOING, CLIENT’S REMEDIES, AND MCCI’S ENTIRE LIABILITY, AS A RESULT OF SUCH FAILURE, SHALL BE SUBJECT TO THE AWARRANTY PERIOD")LIMITATIONS SET FORTH IN SECTION 12 BELOW. A COPY OF THE FOREGOING WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY EXPRESSLY CONDITIONED UPON (30I) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE CLIENT PROVIDING MCCI WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR PROMPT WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION NOTICE OF ANY KIND CLAIM THEREUNDER PRIOR TO THE EXPIRATION THEREOF, WHICH NOTICE MUST IDENTIFY WITH PARTICULARITY THE NON-CONFORMITY; (II) CLIENT’S FULL COOPERATION WITH MCCI IN ALL REASONABLE RESPECTS RELATING THERETO, INCLUDING, IN THE CASE OF MODIFIED SOFTWARE, ASSISTING MCCI TO LOCATE AND REPRODUCE THE NON-CONFORMITY; AND (III) WITH RESPECT TO ANY DELIVERABLE, THE PRODUCTSABSENCE OF ANY ALTERATION OR OTHER MODIFICATION OF SUCH DELIVERABLE BY ANY PERSON OR ENTITY OTHER THAN MCCI. ▇▇▇▇ ALSO DOES NOT WARRANT ANY THIRD- PARTY PRODUCTS PROCURED ON BEHALF OF CLIENT. IF THERE ARE ANY PRODUCT WARRANTIES PROVIDED BY THE MANUFACTURER OF THE PRODUCT, EITHER ANY REMEDY SHOULD BE REQUESTED DIRECTLY FROM MANUFACTURER AND MCCi HAS NO LIABILITY ASSOCIATED THEREWITH. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 11, MCCI DOES NOT MAKE OR GIVE ANY REPRESENTATION OR WARRANTY, WHETHER SUCH REPRESENTATION OR WARRANTY BE EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATIONANY WARRANTY OF MERCHANTABILITY, THAT OF MERCHANTABILITY QUALITY, OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, PURPOSE OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE REPRESENTATION OR WARRANTY PERIODFROM COURSE OF DEALING OR USAGE OF TRADE. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Master Services Agreement

Warranty. 10.1 THE CORPORATION WARRANTS All Goods purchased pursuant to this Agreement are governed by the express written manufacturer's warranty mentioned in the commercial proposal (the "Warranty") and, except as expressly provided in this Agreement, is the only warranty offered on the Goods. While this Agreement and the Warranty are intended to be read and applied in conjunction, where this Agreement and the Warranty conflict, the terms of the Warranty shall prevail. TO THE DEALER EACH PRODUCT SOLD EXTENT APPLICABLE BY IT TO BE FREE FROM DEFECTS LAW, THE REMEDIES PROVIDED IN MATERIAL AND WORKMANSHIP, WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WARRANTY IS ATTACHED HERETO AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES PROVIDED BY SELLER AND MUTESEAL TO THE BUYER UNDER THIS AGREEMENT. EXCEPT AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE SET OUT IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR AND THIS AGREEMENT, AND TO THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO EXTENT PERMITTED BY LAW, MUTESEAL EXPRESSLY DISCLAIM ALL OTHER WARRANTY OR REPRESENTATION REPRESENTATIONS, WARRANTIES, ENDORSEMENTS, AND CONDITIONS OF ANY KIND WITH RESPECT TO THE PRODUCTSKIND, EITHER EXPRESS OR IMPLIED, INCLUDING INCLUDING, WITHOUT LIMITATION, THAT ANY WARRANTIES OF MERCHANTABILITY TITLE OR NON-INFRINGEMENT AND ANY STATUTORY OR COMMON LAW IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITINGPURPOSE, SUITABILITY, MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, DURABILITY, OR WITHIN THE THIRTY ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE Customer shall indemnify, defend and hold harmless Muteseal Acoustics Pvt. Ltd. from and against any and all claims, actions, costs, expenses, damages and liabilities, including reasonable attorneys' fees, brought against or incurred by Muteseal related to or arising out of this Agreement or the Goods, parts or services supplied under this Agreement (30) DAY PERIOD SET FORTH ABOVEcollectively, the "Claims"), where such Claims were caused or contributed to by, in whole or in part, the acts, omissions, fault or negligence of the Buyer. Buyer shall present any Claims covered by this indemnity, including any tenders for defence and indemnity by Seller to its insurance carrier unless Seller directs that the defence will be handled by Seller's legal counsel at Buyer's expense. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT, IN NO EVENT SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS MUTESEAL AND/OR THEIR DIRECT OR INDIRECT SUBSIDIARIES AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMSAFFILIATES AND THEIR RESPECTIVE OFFICERS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR DIRECTANY GENERAL, PECUNIARY, NON-PECUNIARY, INDIRECT, ECONOMIC, SPECIAL, COMMERCIAL, INCIDENTAL, SPECIAL EXEMPLARY, OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, DAMAGES (INCLUDING, BUT NOT LIMITED TOWITHOUT LIMITATION, DAMAGE LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, LOSS OF OPPORTUNITY, AND DAMAGES CAUSED BY DELAYS OR A FAILURE TO REALIZE EXPECTED SAVINGS) IN ANY WAY RELATED TO OR ARISING FROM SELLER'S SUPPLY OF GOODS UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF GOODS SUPPLIED UNDER THIS AGREEMENT. BUYER WAIVES AND RELEASES MUTESEAL OF AND FROM ANY AND ALL LIABILITY FOR ANY LOSS, DAMAGE, EXPENSE OR INJURY, INCLUDING DEATH, WHICH BUYER OR ANY THIRD PARTY MAY SUFFER RESULTING FROM INABILITY BUYER'S OR THIRD PARTY'S USE OF GOODS SUPPLIED UNDER THIS AGREEMENT DUE TO USE THE PRODUCTSANY CAUSE WHATSOEVER, INCREASED OPERATING COSTS OR LOSS INCLUDING ANY ACT, OMISSION, FAULT, NEGLIGENCE, BREACH OF SALESCONTRACT, TORT, STRICT LIABILITY, OR BREACH OF ANY STATUTORY OR OTHER DAMAGES. DUTY OF CARE OWED BY MUTESEAL IN NO EVENT SHALL MUTESEAL'S LIABILITY TO MAKE A CLAIM CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY, THROUGH CUSTOMER OR ON CUSTOMER'S BEHALF UNDER THIS WARRANTY, DEALER MUST NOTIFY AGREEMENT EXCEED THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODTOTAL COST OF GOODS SUPPLIED BY SELLER UNDER THIS AGREEMENT Any intellectual property rights created by Seller in the course of the performance of this Agreement or otherwise shall remain Seller's property. Nothing in this Agreement shall be deemed to have given Buyer a license or any other rights to use any of the intellectual property rights of Seller. All rights not expressly granted to Buyer under this Agreement are expressly reserved by Seller. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. 10.1 THE CORPORATION WARRANTS 11.1 LICENSED MATERIALS ARE PROVIDED TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL COMPANY "AS IS" AND WORKMANSHIP"WITH ALL FAULTS", WHEN PROPERLY MAINTAINED UNDER NORMAL USE, FOR A PERIOD OF TWELVE (12) MONTHS FROM THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE WITHOUT WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight Global, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM TO THEIR DESCRIPTION OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSE, ABUSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIES. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO FROM SIGMA. COMPANY ASSUMES ALL RISKS THAT LICENSED MATERIALS ARE SUITABLE OR ACCURATE FOR COMPANY’S NEEDS AND COMPANY’S USE OF THE PRODUCTSLICENSED MATERIALS IS AT COMPANY’S OWN DISCRETION AND RISK. SIGMA DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES FOR LICENSED MATERIALS INCLUDING, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USEPURPOSE. FAILURE TO MAKE ANY CLAIM IN WRITINGALSO, THERE IS NO WARRANTY OF NON-INFRINGEMENT, TITLE, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, QUIET ENJOYMENT. NEITHER SIGMA NOR ITS SUPPLIERS OR LICENSORS SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDER. THE CORPORATION SHALL NOT BE LIABLE FOR DIRECT, ANY INDIRECT, INCIDENTALSPECIAL, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE DAMAGES OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR (INCLUDING DAMAGES FOR LOSS OF SALESBUSINESS, LOSS OF PROFITS, OR ANY OTHER DAMAGES. TO MAKE THE LIKE), ARISING OUT OF THIS AGREEMENT WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF SIGMA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR OTHERWISE SHOULD KNOW ABOUT THE POSSIBILITY OF SUCH DAMAGES EVEN IF DIRECT DAMAGES DO NOT SATISFY A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIODREMEDY. 10.5 11.2 The disclaimer of warranties, exclusive remedies, and limited liability set forth above are fundamental elements of the basis of the bargain between Sigma and Company. Company agrees that ▇▇▇▇▇ would not be able to provide Licensed Materials on an economic basis without such limitations. IN NO EVENT WILL SIGMA’S LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT EXCEED THE FOREGOING CONSTITUTES GREATER OF THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDERNET AMOUNT THAT COMPANY ACTUALLY PAID FOR THIS SOFTWARE LICENSE OR ONE THOUSAND DOLLARS ($1,000).

Appears in 1 contract

Sources: Z Wave Development Kit License Agreement

Warranty. 10.1 THE CORPORATION WARRANTS TO THE DEALER EACH PRODUCT SOLD BY IT TO BE FREE FROM DEFECTS IN MATERIAL AND WORKMANSHIPThis warranty extends only to the first purchaser (Buyer) of the products listed on the face hereof, WHEN PROPERLY MAINTAINED UNDER NORMAL USEand does not extend to any subsequent purchaser of any of these products. Seller warrants to the Buyer that its products and components, FOR A PERIOD OF TWELVE when installed correctly according to instructions provided by Seller, and when properly maintained, will be free from defects in workmanship and materials for twelve (12) MONTHS FROM months after manufacture. This warranty does not apply to defects caused by faulty installation, misuse, accident, alteration, improper care after installation, or chemical, electrical or physical abuse. If a product or a component is found not to comply with this warranty, the defective product or component shall be promptly returned, freight prepaid, to Seller’s factory for examination. If the failure is due to causes other than faulty installation or Buyer abuse, Seller will repair, or at its option replace the component or parts found to be defective at no charge and return to Buyer with shipping charges prepaid, and issue credit for the incoming shipping charge. THE DATE OF PURCHASE BY THE DEALER OF THE PRODUCT (THE AWARRANTY PERIOD"). A COPY OF THE ABOVE WARRANTY IS ATTACHED HERETO AS EXHIBIT "C" Ciralight GlobalIN LIEU OF ALL OTHER WARRANTIES, Inc. Non-Exclusive Dealer Agreement 10.2 PRODUCTS WHICH DO NOT CONFORM STATUTORY OR OTHERWISE, EXPRESS OR IMPLIED, ALL OTHER REPRESENTATIONS TO THEIR DESCRIPTION THE BUYER, AND ALL OTHER OBLIGATIONS OR WHICH ARE DEFECTIVE IN MATERIAL OR WORKMANSHIP WILL, BY THE CORPORATION'S DECISION, BE REPLACED OR REPAIRED, OR, AT THE CORPORATION'S OPTION, CREDIT FOR THE ORIGINAL PURCHASE PRICE MAY BE ALLOWED PROVIDED THAT DEALER NOTIFIES THE CORPORATION IN WRITING OF SUCH DEFECT WITHIN THIRTY (30) DAYS OF DISCOVERY AND DEALER RETURNS SUCH PRODUCTS IN ACCORDANCE LIABILITIES WITH THE CORPORATION'S INSTRUCTIONS. NO PRODUCTS MAY BE RETURNED BY THE DEALER WITHOUT THE CORPORATION'S PRIOR WRITTEN AUTHORIZATION. 10.3 THIS WARRANTY DOES NOT APPLY RESPECT TO ANY PRODUCT WHICH HAS BEEN SUBJECTED TO MISUSEPURCHASED HEREBY, ABUSEINCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NEGLIGENCE OR ACCIDENT BY THE DEALER OR THIRD PARTIESAND SELLER’S OBLIGATION UNDER ALL SUCH WARRANTIES SHALL NOT EXCEED THOSE SET FORTH ABOVE. THE WARRANTY FOR THE CONTROLLER SHALL BECOME VOIDED IF THE SEAL OF THE GPS CONTROLLER UNIT IS BROKEN FOR ANY REASON. 10.4 THE CORPORATION MAKES NO OTHER WARRANTY OR REPRESENTATION OF ANY KIND WITH RESPECT TO THE PRODUCTSWHATSOEVER, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THAT OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. FAILURE TO MAKE ANY CLAIM IN WRITING, OR WITHIN THE THIRTY (30) DAY PERIOD SET FORTH ABOVE, SHALL CONSTITUTE AN IRREVOCABLE ACCEPTANCE OF THE PRODUCTS AND AN ADMISSION HAS BEEN MADE BY SELLER WHICH HAS BEEN RELIED ON BY THE DEALER THAT THE PRODUCTS FULLY COMPLY WITH ALL TERMS, CONDITIONS AND SPECIFICATIONS OF DEALER'S PURCHASE ORDERBUYER. THE CORPORATION IN NO EVENT SHALL NOT SELLER BE LIABLE FOR DIRECT, ANY DIRECT OR INDIRECT DAMAGES OTHER THAN AS SET FORTH ABOVE OR FOR LOSS OF PROFITS OR OTHER INDIRECT, INCIDENTALSPECIAL, SPECIAL INCIDENTAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, DAMAGE OR LOSS RESULTING FROM INABILITY TO USE THE PRODUCTS, INCREASED OPERATING COSTS OR LOSS OF SALES, OR ANY OTHER DAMAGES. TO MAKE A CLAIM UNDER THIS WARRANTY, DEALER MUST NOTIFY THE CORPORATION IN WRITING WITHIN THE WARRANTY PERIOD11. 10.5 THE FOREGOING CONSTITUTES THE DEALER'S SOLE AND EXCLUSIVE REMEDY AND THE CORPORATION'S SOLE OBLIGATION WITH RESPECT TO PRODUCTS FURNISHED HEREUNDER.

Appears in 1 contract

Sources: Terms and Conditions of Sale