Common use of Defective or Non-Conforming Goods or Services Clause in Contracts

Defective or Non-Conforming Goods or Services. In the event of Seller's delivery of defective or nonconforming Goods or Services, Buyer may, at its election and in addition to other rights or remedies available at law or equity: (a) return the Goods at Seller's risk and expense and recover from Seller the price paid therefore; (b) accept the Goods or Services and equitably reduce the price; (c) require Seller at its risk and expense to promptly replace or correct the defective materials or Services; or (d) obtain the Goods or Services from another source with any excess cost resulting therefrom chargeable to Seller. Delivery; Time of Essence Time of delivery is of the essence of this Agreement. Seller shall ship and deliver all Goods in accordance with Buyer’s instructions or, absent such instruction, in accordance with other commercially reasonable methods. Seller covenants and agrees to perform its obligations in strict accordance with all production and delivery schedules appearing on the face of this Agreement. The due date noted on the purchase order is the date that the Good or Service must be received at the Buyer’s location. Delivery Instructions Seller shall ship the quantity specified on the purchase order. Any over- shipments or unauthorized shipments maybe returned by the Buyer to the Seller at the Seller’s expense. Unless otherwise stated on the face of the purchase order, all Goods and Services are to be shipped and provided freight prepaid, FOB Destination. When shipping Goods or items, Seller must provide a "packing list" with each shipment. The "packing list" must include the Buyer’s purchase order number, purchase order line item number, description of item shipped and quantity of the item shipped. Title and Risk of Loss Unless otherwise specifically set forth on the face of Buyer’s purchase order, all right, title and interest in and to the Goods which are the subject of this Agreement shall pass to Buyer upon inspection and acceptance by Buyer. Seller shall bear the risk of loss for all Goods at all times prior to the passage of title to Buyer. Seller warrants that Good marketable title to all Goods shall pass to Buyer free and clear of any liens, encumbrances or charges, and Seller shall indemnify Buyer from and against all damage or loss, including attorney’s fee, arising out of any breach of this warranty of title. Insurance Seller will maintain worker’s compensation insurance as prescribed by applicable law, employers liability, comprehensive general liability, including contractual liability and products liability, and automobile liability insurance in reasonable amounts covering Seller’s business activities and the obligations of Seller under in this Agreement and, upon request, Seller will provide Kennametal with a Certificate of Insurance indicating the amount of such insurance. Changes Buyer reserves the right to make changes, including cancellations, in specifications and drawings, shipping instructions, quantities, and delivery schedules. If any such change causes an increase or decrease in cost of, or time required for performance of this Agreement, then an equitable adjustment shall be made in the price or the delivery schedule or both. Any claims by Seller for adjustment must be made within 30 days of the date the change is ordered.

Defective or Non-Conforming Goods or Services. In 8.1 If any of the event of Goods or the Services fail to meet Seller's delivery of ’s Warranties or are otherwise defective or nonconforming Goods non-conforming in any respect, Seller shall, upon notice thereof from Buyer at any time, promptly repair, replace or Servicesotherwise satisfactorily remedy the same in a manner acceptable to Buyer, Buyer may, all at its election Seller’s expense and in addition to without limiting or affecting Buyer’s other rights or remedies available hereunder or at law law. Seller’s Warranties shall also apply to such repaired, replaced or equity: (a) return otherwise satisfactorily-dealt- with Goods or Services. If Seller fails to repair, replace or otherwise remedy any defective or non-conforming Goods or Services in a manner acceptable to Buyer, Buyer may, without limiting or affecting Buyer’s other rights or remedies available hereunder or at law, cancel the applicable Purchase Order and/or cancel the then remaining balance of the applicable Purchase Order. After notice to Seller, all defective or non-conforming Goods shall be held at Seller's ’s risk. Buyer may, and at Seller’s direction shall, return such defective or non-conforming Goods to Seller at Seller’s risk and Seller shall promptly pay, upon Buyer’s demand, all transportation and other applicable charges, both to and from the original destination. Any payment made by Buyer for defective or non-conforming Goods or Services shall be refunded by Seller, except to the extent that Seller promptly replaces or corrects the same at Seller’s expense and recover in a manner acceptable to Buyer. None of Buyer, its subsidiaries or affiliates, or their respective successors, assigns, representatives, employees, agents or customers shall be liable for any liabilities, claims, demands, costs, damages or expenses of any kind or nature (including personal injury, property damage, consequential or special damages) arising from Seller the price paid therefore; (b) accept or as a result of improper, unsafe or defective materials, workmanship or design or the Goods or Services and equitably reduce the priceServices. sus convenios de préstamos y otras obligaciones contractuales; (ciii) require Seller at its risk and expense to promptly replace or correct the defective materials or Services; or los estados financieros y cualquier otra información entregada por el Vendedor al Comprador es correcta, completa y debidamente representativa de las condiciones financieras del Vendedor y ha sido preparada de conformidad con los principios contables generalmente aceptados (d) obtain the Goods or Services from another source with any excess cost resulting therefrom chargeable to Sellero cualquier estándar equivalente), uniforme y constantemente aplicados. Delivery; Time of Essence Time of delivery is of the essence of this Agreement. Seller shall ship and deliver all Goods in accordance with Buyer’s instructions orEl Vendedor conviene permitir al Comprador acceder a sus libros, absent such instructionregistros, in accordance with other commercially reasonable methods. Seller covenants and agrees to perform its obligations in strict accordance with all production and delivery schedules appearing on the face of this Agreement. The due date noted on the purchase order is the date that the Good or Service must be received at the Buyer’s location. Delivery Instructions Seller shall ship the quantity specified on the purchase order. Any over- shipments or unauthorized shipments maybe returned by the Buyer to the Seller at the Seller’s expense. Unless otherwise stated on the face of the purchase orderestados financieros, all Goods and Services are to be shipped and provided freight prepaidy cualquier otro documento, FOB Destination. When shipping Goods or items, Seller must provide a "packing list" with each shipment. The "packing list" must include the Buyer’s purchase order number, purchase order line item number, description of item shipped and quantity of the item shipped. Title and Risk of Loss Unless otherwise specifically set forth on the face of Buyer’s purchase order, all right, title and interest in and to the Goods which are the subject of this Agreement shall pass to Buyer upon inspection and acceptance by Buyer. Seller shall bear the risk of loss for all Goods at all times prior to the passage of title to Buyer. Seller warrants that Good marketable title to all Goods shall pass to Buyer free and clear of any liens, encumbrances or charges, and Seller shall indemnify Buyer from and against all damage or loss, including attorney’s fee, arising out of any breach of this warranty of title. Insurance Seller will maintain worker’s compensation insurance as prescribed by applicable law, employers liability, comprehensive general liability, including contractual liability and products liability, and automobile liability insurance in reasonable amounts covering Seller’s business activities and the obligations of Seller under in this Agreement and, upon request, Seller will provide Kennametal with a Certificate of Insurance indicating the amount of such insurance. Changes Buyer reserves the right to make changes, including cancellations, in specifications and drawings, shipping instructions, quantities, and delivery schedules. If any such change causes an increase or decrease in cost of, or time required for performance of this Agreement, then an equitable adjustment shall be made in the price or the delivery schedule or both. Any claims by Seller for adjustment must be made within 30 days of the date the change is orderedsegún sea requerido por el Comprador para confirmar el cumplimiento de estas declaraciones y garantías.