Customer’s Remedies Sample Clauses

Customer’s Remedies. A. CUSTOMER'S EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE OF CUSTOMER OR ANY OTHER ENTITY ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS: 1) FOR INFRINGEMENT-THE REMEDY SET FORTH IN THE "INFRINGEMENT" CLAUSE; 2) FOR THE PERFORMANCE OR NONPERFORMANCE OF PRODUCTS, SOFTWARE, AND SERVICES OR CLAIMS THAT THEY DO NOT CONFORM TO A WARRANTY-- THE REMEDY SET FORTH IN THE APPLICABLE "WARRANTY" CLAUSE; 3) FOR TANGIBLE PROPERTY DAMAGE AND PERSONAL INJURY CAUSED BY SELLER'S NEGLIGENCE--THE AMOUNT OF THE DIRECT DAMAGES; 4) FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE--THE AMOUNT OF THE DIRECT DAMAGES NOT TO EXCEED ***** INCLUDING AWARDED COUNSEL FEES AND COSTS. Lucent Technologies Proprietary -7- B. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, SELLER, ITS AFFILIATES AND THEIR EMPLOYEES, AND AGENTS, AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF THIS AGREEMENT, OR THE USE OR PERFORMANCE OF ANY PRODUCT, LICENSED MATERIALS, OR SERVICES, WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY. THIS CLAUSE, 1.16(B), SHALL SURVIVE FAILURE OF AN EXCLUSIVE OR LIMITED REMEDY. C. CUSTOMER SHALL GIVE SELLER PROMPT WRITTEN NOTICE OF ANY CLAIM. ANY ACTION OR PROCEEDING AGAINST SELLER MUST BE BROUGHT WITHIN TWENTY-FOUR (24) MONTHS AFTER THE CAUSE OF ACTION ACCRUES.

Customer’s Remedies. If a Provider Default described in Section 9.01(a) has occurred and is continuing, then Customer may terminate this Agreement immediately upon the expiration of the respective grace periods set forth in such provisions, Customer may elect the Purchase Option as set forth in Section 7.04, and otherwise exercise any other remedy it may have at law or equity or under this Agreement.

Customer’s Remedies. Supplier’s entire liability under the warranties for Products described above shall be for Supplier, at its option and cost, to repair or to replace the affected Product, and, if Supplier is unable to effect such within a reasonable time, then Supplier will refund the amount Customer paid for the affected Product as depreciated on a straight-line basis over a five year period, upon return of such Product to Supplier.

Customer’s Remedies. If Customer's use of any Product under the terms of this Agreement is, or in Licensor's opinion is likely to be, enjoined due to the type of infringement or misappropriation specified in clause 17.2.1 above, then the Licensor may, at its sole option and expense, either: (i) procure for the Customer the right to continue using such Product under the terms of this Agreement; or (ii) replace or modify such Product so that they are non-infringing and substantially equivalent in function to the infringing component of the Product; or (iii), if the foregoing options are not accomplished despite the reasonable efforts of the Licensor, then the Licensor may terminate this Agreement and the Customer would be entitled to receive a pro-rated refund for the pre-paid fees for the unexpired period.

Customer’s Remedies. 8.1 Legal acceptance of Goods shall occur only on written notice of acceptance from the Customer to the Supplier. Payment for the Goods, or receipt or signature of a delivery note (or similar document) shall not constitute legal acceptance nor indicate that the Goods conform to this Contract, and shall not affect the Customer's right to reject the Goods. 8.2 If there is a breach of Clause 7, whether or not the Company has accepted the Goods or Services, the Company may, by notice in writing to the Supplier: (a) reject the relevant Goods or Services and (at the Customer's discretion) all other Goods delivered by the Supplier under the same PO, and Clause 8.3 shall apply; or (b) require the Supplier to repair or replace the relevant Goods or remedy the relevant Services at the Supplier's cost so that they conform which this Contract, in which case the Supplier shall do so as soon as reasonably practicable and in any event within 5 Business Days after the Supplier's receipt of written notice under this Clause 8.2. 8.3 If the Customer rejects any Goods or Services under this Contract or at law: (a) if the Customer has paid for the rejected Goods or Services, then within 5 Business Days after the Supplier's receipt of written notice of rejection, the Supplier shall refund the Customer the Price and all other sums paid under this Contract for those Goods and/or Services; (b) the Supplier shall not invoice the Customer for the rejected Goods or Services and the Customer shall not be liable to pay for them; (c) the Customer shall either make the rejected Goods available for collection by the Supplier at the Supplier's cost, or return the Goods to the Supplier at the Supplier's cost, and the Supplier shall indemnify the Customer against all reasonable storage costs incurred by the Customer pending collection or return of the rejected Goods; (d) risk in the rejected Goods shall rest with the Supplier from the date of the Supplier's receipt of the Customer's written notice of rejection; and (e) if the Customer buys goods or services in substitution for those rejected by the Customer, the Supplier shall indemnify the Customer from and against the difference between (i) the total Price that would have been payable under this Contract for the rejected Goods and Services, and (ii) the price actually paid by the Customer for substitute goods and services, unless the price in (ii) is lower than the price in (i).

Customer’s Remedies. Customer's exclusive remedies and the entire liability of Lucent and its affiliates and their respective employees, directors, officers, agents, and suppliers for any and all claims, losses, damages and expenses (including attorneys' fees) ("Losses") of Customer or any other person arising out of this Agreement or the use or performance of any Product or Licensed Materials, whether in an action for or arising out of breach of contract, tort, including negligence, indemnity, or strict liability, shall be as follows: (i) for Infringement Claims--the remedy set forth in the "Infringement" Section; (ii) for the non-performance of or defects in Products or Software--the remedy set forth in the "Warranty" Section; (iii) for failure to deliver Products or Software within 30 days after the scheduled delivery date for causes not attributable to Customer or force majeure conditions --the right to cancel the applicable Order without incurring any cancellation charges; (iv) for tangible property damage and personal injury caused by Lucent's acts or omissions --the amount of the proven direct damages; and (v) for everything other than as set forth above --the amount of the proven direct damages not to exceed, in the aggregate, the lesser of the price or fee of the applicable Product, Software or Service or $100,000, including awarded counsel fees and costs. Customer shall give Lucent prompt written notice of any claim.

Customer’s Remedies. If Leica determines that any Product fails to meet any warranty during the applicable warranty period, Leica shall correct any such failure by either, at its option, repairing, adjusting, or replacing without charge to Customer any defective or nonconforming Product, or part or parts of the Product. The place of performance for work under warranty shall be the nearest Authorized Service Center or such other place as determined by Leica in its sole discretion. For Products forming part of a fixed installation, it shall be the site of such installation. Warranty service will be performed during Leica’s normal business hours. While every effort will be made to render services promptly, this does not include any guarantees of specific response time or uptime, which may be available for purchase under a separate service plan. Subject to the availability of personnel, after-hours service is available upon request at an additional charge.

Customer’s Remedies. Supplier’s entire liability under the warranties for Products described above shall be for Supplier, at its option and cost, to repair or to replace the affected Product, and, if Supplier is unable to effect such within a reasonable time and Customer has notified Supplier of the breach with the request to remedy the defect within a reasonable time period to no avail (whereby Customer shall grant to Supplier a reasonable number of attempts (but no less than three) to cure the defect, then OEM has the right to reduce the remuneration or to rescind the purchase order for the Product concerned. OEM is entitled to the foregoing rights also without setting a grace period if Supplier has seriously and definitely refused to cure a defect. If OEM rescinds the purchase order, Supplier will refund the amount OEM paid for the affected Product as depreciated on the applicable straight-line device-specific basis (in general over a period of three to five years), upon return of such Product to OEM.

Customer’s Remedies. In the event that the Product is not in Good Condition because the Product is not in the right quantity in accordance with the manifest, Sections 5.8.1-5.8.4 shall apply. In the event that the Product is not in Good Condition for any other reason, or in the event that the Product has a Latent Defect, the remedies set forth in Section 7.5 shall apply.

Customer’s Remedies. 19.4.1 [***]. 19.4.2 Customer’s rights and remedies stated in this Article 19 constitute Customer’s sole and exclusive rights and remedies with respect to termination by Customer of this APA for the reasons stated under Article 19.1.