Common use of ACCEPTANCE AND WARRANTIES Clause in Contracts

ACCEPTANCE AND WARRANTIES. A. All Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's premises, all Items purchased by Buyer are subject to Buyer's inspection and test (qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within * * * (* * *) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within * * * (* * *) days of such notice, Buyer may, at Buyer's option; (a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within * * * (* * *) days of Buyer's written election of option, or (c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or nonconformity. B. Seller warrants to Buyer that all Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be new, of the grade and quality specified. (i) If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's option, Seller shall repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Items not conforming to the warranties and will bear the risk of loss of such Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall the Item. (ii) The warranty period for Equipment shall apply for * * * (* * *) years (both Spare Parts and Service) starting from the date of final acceptance of the Equipment. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * (* * *) year from the date of installation of the Item or for the Item's remaining warranty period, whichever is longer. Seller shall perform warranty work * * * (* * *) hours per day, * * * (* * *) days per week. Seller will offer and Buyer may purchase additional periods of warranty. (iii) In conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule. (iv) At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * (* * *) days and * * * (* * *) days prior to the warranty expiration date for an Item explaining the extended warranty options and costs. C. Seller further warrants that all Items furnished hereunder will xxx infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.

ACCEPTANCE AND WARRANTIES. A. All Items purchased by Buyer are subject to inspection Delete the third sentence of Section 8A and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. replace with: Seller shall be responsible for source inspections and shall provide Buyer with written certification verification that Equipment and Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. Delete the last sentence of Section 8A and replace with: If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's premises, all Items purchased by Buyer are subject to Buyer's inspection . Delete Section 8B and test (qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within * * * (* * *) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within * * * (* * *) days of such notice, Buyer may, at Buyer's option; (a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within * * * (* * *) days of Buyer's written election of option, or (c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or nonconformity. B. replace with: Seller warrants to Buyer that all Equipment and Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be newnew unless otherwise stated and, of the grade and quality specified. (i) . Buyer assumes responsibility for the selection of the items to achieve Buyer's intended results and for the use of the results obtained from the items. Seller does not warrant that the items will meet customer's requirements or that operation of the items will be uninterrupted or error free when used outside of suppliers published specs. Delete Section 8Bi and replace with: If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable practicable. As Seller's sole and at Buyerexclusive liability, and as buyer's optionsole and exclusive remedy, for any breach of warranty, Seller shall at it's option repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller Buyer shall also be responsible for and pay the cost of shipping of all Equipment and Items not conforming to the warranties and will bear the risk of loss of such Equipment and Items while in transit transit. Shipment from Seller's facility shall be paid by Seller. Delete Section 8Bii and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall the Item. (ii) replace with: The warranty period for Equipment and services shall apply for * * * one (* * *1) years (both Spare Parts and Service) starting year from the date of final acceptance of the Equipmentdelivery, excluding probe cards. The warranty period for additional Spare Partsprobe cards, Serviceincluding PPD, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * (* * *) year is 180 days from the date of installation of the Item or for the Item's remaining warranty period, whichever is longerdelivery. Seller shall perform warranty work * * * during normal business hours, Monday-Friday, 8am-5pm. The foregoing warranty will be void if the items are not properly installed, serviced, used and maintained or if items have been damaged or modified after delivery. To the extent permitted by the manufacturers of any original equipment manufacturer (* * *OEM) hours per dayitems resold by Seller, * * * (* * *) days per weekBuyer shall be the beneficiary of the manufacturers' warranties, if any, subject to the limitations stated therein. Copies of such manufacturers' warranties are available to Buyer upon request. Seller will offer makes no warranty with respect to such items. The foregoing warranty and Buyer may purchase additional periods the manufacturers' warranties, if any, are in lieu of warranty. (iii) In conjunction with all other warranties, expressed, implied or arising under law, including, but not limited to, the warranty period, Seller shall perform all preventative maintenance on implied warranties of merchantability and fitness for a mutually agreeable schedule. (iv) particular purpose. Delete Section 8Bv and replace with: At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against request Seller will provide a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * (* * *) days and * * * (* * *) days prior to the warranty expiration date for an Item separate quotation explaining the extended warranty options and costs. C. Seller further warrants that all Items furnished hereunder will xxx infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.

ACCEPTANCE AND WARRANTIES. A. All Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's ’s factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If any inspection or test is made on Seller's ’s premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's ’s premises, all Items purchased by Buyer are subject to Buyer's ’s inspection and test (qualification) before final acceptance at Buyer's ’s premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's ’s risk and expense and, at Buyer's ’s option, such Item shall be immediately repaired or replaced. (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within *** * * (* * *) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within *** * * (* * *) days of such notice, Buyer may, at Buyer's ’s option; (a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within *** * * (* * *) days of contractual lead-time of Buyer's ’s written election of option, or (c) initiate Buyer's ’s escalation procedures per part 3 Addendum D (Services) section 7 Section 8 (escalation) of Addendum A.Escalation). (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's ’s rights and remedies with regard to any subsequently discovered defect or nonconformity. B. Seller warrants to Buyer that all Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be new, of the grade and quality specified. (i) If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's ’s option, Seller shall repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Items not conforming to the warranties and will bear the risk of loss of such Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall de-install the Item. (ii) The warranty period for Equipment shall apply for *** years for legacy and *** * (* * *) years (both Spare Parts and Service) starting from the date of final acceptance of the Equipment. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * (* * *) year from the date of installation of the Item or for the Item's remaining warranty period, whichever is longer. Seller shall perform warranty work * * * (* * *) hours per day, * * * (* * *) days per week. Seller will offer and Buyer may purchase additional periods of warranty. (iii) In conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule. (iv) At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * (* * *) days and * * * (* * *) days prior to the warranty expiration date for an Item explaining the extended warranty options and costs. C. Seller further warrants that all Items furnished hereunder will xxx infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.and

ACCEPTANCE AND WARRANTIES. A. All Equipment and Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Equipment and Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's premises, all Equipment and Items purchased by Buyer are subject to Buyer's inspection and test (qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced. (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within * * * ninety (* * *90) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within * * * fourteen (* * *14) days of such notice, Buyer may, at Buyer's option; (a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within * * * ninety (* * *90) days of Buyer's written election of option, or (c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or nonconformity. B. Seller warrants to Buyer that all Equipment and Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be new, of the grade and quality specified. (i) If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's option, Seller shall repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Equipment and Items not conforming to the warranties and will bear the risk of loss of such Equipment and Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall de-install the Item. (ii) The warranty period for Equipment shall apply for * * * three (* * *3) years (both Spare Parts and Service) starting from the date of final acceptance of the Equipment. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * two (* * *2) year from the date of installation of the Item or for the Item's remaining warranty period, whichever is longer. Seller shall perform warranty work * * * twenty-four (* * *24) hours per day, * * * seven (* * *7) days per week. Seller will offer and Buyer may purchase additional periods of warranty. (iii) In conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule. (iv) At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * one hundred eighty (* * *180) days and * * * sixty (* * *60) days prior to the warranty expiration date for an Item explaining the extended warranty options and costs. C. Seller further warrants that all Equipment and Items furnished hereunder will xxx not infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Equipment and Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Equipment and Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * [*****] after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.

ACCEPTANCE AND WARRANTIES. A. All Equipment and Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Equipment and Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's premises, all Equipment and Items purchased by Buyer are subject to Buyer's inspection and test (qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced. (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within * * * ninety (* * *90) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within * * * fourteen (* * *14) days of such notice, Buyer may, at Buyer's option; (a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within * * * ninety (* * *90) days of Buyer's written election of option, or (c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or nonconformity. B. Seller warrants to Buyer that all Equipment and Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be new, of the grade and quality specified. (i) If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's option, Seller shall repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Equipment and Items not conforming to the warranties and will bear the risk of loss of such Equipment and Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall de-install the Item. (ii) The warranty period for Equipment shall apply for * * * (* * [*) ****] years (both Spare Parts and Service) starting from the date of final acceptance of the Equipment. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * (* * [*) ****] year from the date of installation of the Item or for the Item's remaining warranty period, whichever is longer. Seller shall perform warranty work * * * (* * [*) ****] hours per day, * * * (* * [*) ****] days per week. Seller will offer and Buyer may purchase additional periods of warranty. (iii) In conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule. (iv) At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * one hundred eighty (* * *180) days and * * * sixty (* * *60) days prior to the warranty expiration date for an Item explaining the extended warranty options and costs. C. Seller further warrants that all Equipment and Items furnished hereunder will xxx not infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Equipment and Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Equipment and Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * [*****] after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.

ACCEPTANCE AND WARRANTIES. A. All Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's premises, all Items purchased by Buyer are subject to Buyer's inspection and test (qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within *** * * (* * *) days of delivery, then Buyer may will give written or verbal notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within * * * (* * *) **days of such notice, Buyer may, at Buyer's option; (a) return the Equipment for full credit *** or (b) have the Equipment replaced with new Equipment within * * * (* * ***%) days percent of the equipment LT of Buyer's written election of option, or (c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or nonconformity. B. Seller warrants to Buyer that all Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be new, of the grade and quality specified. (i) If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's option, Seller shall repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Items not conforming to the warranties and will bear the risk of loss of such Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall the Item.. *** (ii) The warranty period for Equipment shall apply for *** * * (* * years for legacy and *) **years for new development (both Spare Parts and Service) starting from the date of final acceptance the tool meets key performance indicator metrics as defined by Buyer in Appendix D of the Equipmentrespective purchase specification. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * (* * *) **year from the date of installation of the Item or for the Item's remaining warranty period, whichever is longer. The warranty for additional Spare Parts shall apply for *** year for non-consumables beginning from the date of installation and *** from date of receipt for consumables. Seller shall work according to SOW for warranties. Seller shall perform warranty work * * * twenty-four (* * *24) hours per day, * * * seven (* * *7) days per week. Seller will offer and Buyer may purchase additional periods of warranty. (iii) In conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule.. 10 *** Confidential material redacted and submitted separately to the Commission (iv) At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * one hundred eighty (* * *180) days and * * * sixty (* * *60) days prior to the warranty expiration date for an Item explaining the extended warranty options and costs. C. Seller further warrants that all Items furnished hereunder will xxx not infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale reuse of the ItemsItems within Intel. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * ***after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.

ACCEPTANCE AND WARRANTIES. A. All Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's ’s factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If any inspection or test is made on Seller's ’s premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's ’s premises, all Items purchased by Buyer are subject to Buyer's ’s inspection and test (qualification) before final acceptance at Buyer's ’s premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's ’s risk and expense and, at Buyer's ’s option, such Item shall be immediately repaired or replaced. (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within *** * * (* * *) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within *** * * (* * *) days of such notice, Buyer may, at Buyer's ’s option; (a) return the Equipment for full credit *** or (b) have the Equipment replaced with new Equipment within *** * * (* * *) days of contractual lead-time of Buyer's ’s written election of option, or (c) initiate Buyer's ’s escalation procedures per part 3 Addendum D (Services) section 7 Section 8 (escalation) of Addendum A.Escalation). (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's ’s rights and remedies with regard to any subsequently discovered defect or nonconformity. B. Seller warrants to Buyer that all Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be new, of the grade and quality specified. (i) If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's ’s option, Seller shall repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Items not conforming to the warranties and will bear the risk of loss of such Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall de-install the Item. (ii) The warranty period for Equipment shall apply for *** years for legacy and *** * (* * *) years for VTS300 and new development (both Spare Parts Non-consumables and Service) starting from the date of final acceptance of the Equipment. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for *** * * (* * *) year years from the date of installation of the Item or for the Item's ’s remaining warranty period, whichever is longer. The warranty for additional Spare Parts shall apply for *** year for non-consumables beginning from the date of installation and *** from date of receipt for consumables. Seller shall perform warranty work * * * twenty-four (* * *24) hours per day, * * * seven (* * *7) days per week. Seller will offer and Buyer may purchase additional periods of warranty. (iii) In conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule. (iv) At Buyer's ’s option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * (* * *) days and * * * (* * *) days prior to the warranty expiration date for an Item explaining the extended warranty options and costs. C. Seller further warrants that all Items furnished hereunder will xxx not infringe any third party's ’s intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A B or a SOWService level agreement. Seller shall guarantee workmanship for * * *** after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.

ACCEPTANCE AND WARRANTIES. A. All Items purchased by Buyer are subject to inspection Delete the third sentence of Section 8A and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. replace with: Seller shall be responsible for source inspections and shall provide Buyer with written certification verification that Equipment and Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. Delete the last sentence of Section 8A and replace with: If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge. (i) Notwithstanding any source inspection or testing at Seller's premises, all Items purchased by Buyer are subject to Buyer's inspection . Delete Section 8B and test (qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced (ii) If Equipment does not pass final acceptance criteria, due to no fault of Buyer, within * * * (* * *) days of delivery, then Buyer may give written notice to Seller of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within * * * (* * *) days of such notice, Buyer may, at Buyer's option; (a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within * * * (* * *) days of Buyer's written election of option, or (c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. (iii) Acceptance and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or nonconformity. B. replace with: Seller warrants to Buyer that all Equipment and Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and be newnew unless otherwise stated and, of the grade and quality specified. (i) . Buyer assumes responsibility for the selection of the items to achieve Buyer's intended results and for the use of the results obtained from the items. Seller does not warrant that the items will meet customer's requirements or that operation of the items will be uninterrupted or error free when used outside of suppliers published specs. Delete Section 8Bi and replace with: If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable practicable. As Seller's sole and at Buyerexclusive liability, and as buyer's optionsole and exclusive remedy, for any breach of warranty, Seller shall at it's option repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller Buyer shall also be responsible for and pay the cost of shipping of all Equipment and Items not conforming to the warranties and will bear the risk of loss of such Equipment and Items while in transit transit. Shipment from Seller's facility shall be paid by Seller. Delete Section 8Bii and any other costs reasonably associated with a nonconforming Item, such as, the cost to deinstall the Item. (ii) replace with: The warranty period for Equipment and services shall apply for * * * (* * [*) years (both Spare Parts and Service) starting ****] year from the date of final acceptance of the Equipmentdelivery, excluding probe cards. The warranty period for additional Spare Partsprobe cards, Serviceincluding PPD, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for * * * (* * is [*) year ****] from the date of installation of the Item or for the Item's remaining warranty period, whichever is longerdelivery. Seller shall perform warranty work * * * during normal business hours, Monday-Friday, 8am-5pm. The foregoing warranty will be void if the items are not properly installed, serviced, used and maintained or if items have been damaged or modified after delivery. To the extent permitted by the manufacturers of any original equipment manufacturer (* * *OEM) hours per dayitems resold by Seller, * * * (* * *) days per weekBuyer shall be the beneficiary of the manufacturers' warranties, if any, subject to the limitations stated therein. Copies of such manufacturers' warranties are available to Buyer upon request. Seller will offer makes no warranty with respect to such items. The foregoing warranty and Buyer may purchase additional periods the manufacturers' warranties, if any, are in lieu of warranty. (iii) In conjunction with all other warranties, expressed, implied or arising under law, including, but not limited to, the warranty period, Seller shall perform all preventative maintenance on implied warranties of merchantability and fitness for a mutually agreeable schedule. (iv) particular purpose. Delete Section 8Bv and replace with: At Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against request Seller will provide a Service contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period. (v) Seller shall send Buyer notices at * * * (* * *) days and * * * (* * *) days prior to the warranty expiration date for an Item separate quotation explaining the extended warranty options and costs. C. Seller further warrants that all Items furnished hereunder will xxx infringe any third party's intellectual property rights, and that Seller has the necessary right, title, and interest to provide said Items and Services to Buyer free of liens and encumbrances. D. All of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Items. E. Seller warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or a SOW. Seller shall guarantee workmanship for * * * after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any non-conforming or defective workmanship at no additional cost to Buyer. F. Notwithstanding anything to the contrary contained in this Agreement, Seller represents and warrants that there will be no disruption in the delivery of Items or Services under this Agreement as a result of or due to the date change from and between December, 1999, and January, 2000, nor due to the year 2000 being a leap year.