Production defect definition
Production defect means a defective condition in material, workmanship or design of a Product sold to the Distributor by the Company. The above stated obligation arises only if the "production defect" could not have been discovered by the Distributor through reasonable and prudent inspection methods. The Company's obligation set forth above arises only upon receipt of written notice of the lawsuit, including a copy of the most recently filed complaint. Until the Company has agreed to accept the Distributor's tender of defense and the Company's attorneys have been substituted as attorneys of record for it, the Distributor shall take all necessary steps to preserve its rights and defend the suit and shall be responsible for all costs and fees incurred. If the Company agrees to indemnify and defend the Distributor, the Company shall have sole control, discretion, and authority in the defense of the suit and in any decisions regarding its settlement or resolution. The Distributor shall fully cooperate in the defense of allegations against either the Distributor or the Company, including but not limited to, maintaining, preserving, and providing the Company and its attorneys access to any documents and other tangible evidence relevant to the lawsuit and providing the Company and its attorneys access to any of Distributor's premises, records and employees relevant to the lawsuit. The Company maintains the sole authority and discretion to determine what, if any, Distributor employees to call as witnesses for deposition or at time of trial. The Distributor shall be responsible for all expenses, including but not limited to travel and lodging expenses, incurred by its employees while acting as witnesses for deposition and trial. The Company maintains the right to continue the litigation in the name of the Distributor at its sole discretion.