Common use of Express Warranties Clause in Contracts

Express Warranties. Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods by Buyer or acceptance of such Goods by Buyer (the “Warranty Period”) as follows: (a) the Goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the Goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the Goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the Goods shall be merchantable, safe and fit for the Buyer’s intended purposes, which purposes have been communicated to Seller; (e) the Goods shall be adequately contained, packaged, marked and labeled; and (f) the Goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods in the event there are any failure or defects in Goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (i) retain the defective Goods in whole or in part with an appropriate adjustment in the price for such Goods; (ii) require Seller to cure defects in the Goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iii) require Seller to repair or replace the defective Goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (iv) correct or replace the defective Goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (v) exercise all other rights under the Uniform Commercial Code and any other applicable laws. In the event that services are performed in connection with the provision of Goods, Seller expressly warrants to Buyer that: (u) such services shall be performed by personnel of appropriate skill, experience and qualifications and in a good, workmanlike, professional and timely manner consistent with applicable industry standards and best industry practice; (v) all documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder shall be in strict conformance with applicable specifications and industry accepted performance criteria, and Buyer shall receive good and valid title to all such documents, work product and other materials, free and clear of all encumbrances and liens of any kind; (w) all information Seller has provided to Buyer with respect to such services and its business is true, accurate and complete in all material respects; (x) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (y) such services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (z) Seller is, and shall perform such services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination. The above warranties shall be in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of any and all Goods. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification for one more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Buyer in writing.

Express Warranties. With respect to the goods or services purchased under this Agreement, and all other goods or services purchased from Seller, Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods by Buyer or acceptance of such Goods by Buyer (the “Warranty Period”) Period as follows: (a) the Goods goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the Goods goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the Goods goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the Goods goods shall be merchantable, safe and fit for the Buyer’s 's intended purposes, which purposes have been communicated to Seller; (e) the Goods goods shall be adequately contained, packaged, marked and labeled; and (f) the Goods goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees . These warranties shall be in addition to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods in the event there are any failure or defects in Goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (i) retain the defective Goods in whole or in part with an appropriate adjustment in the price for such Goods; (ii) require Seller to cure defects in the Goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iii) require Seller to repair or replace the defective Goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (iv) correct or replace the defective Goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (v) exercise all other rights under the Uniform Commercial Code and any other applicable lawswarranties, whether express, implied, or statutory. In the event that services are performed provided in connection with the provision supply of Goodsgoods, Seller expressly warrants to Buyer thatthat the services will be performed: (ua) such services shall be performed by personnel of appropriate skill, experience and qualifications and with due professional care; (b) in a good, workmanlike, professional professional, timely and timely manner consistent diligent manner; (c) in accordance with all applicable industry standards and industry best industry practicepractices; (vd) all documents, by qualified workers experienced in performing the work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder shall be specified; (e) in strict conformance with applicable specifications and industry accepted performance criteria, ; and Buyer shall receive good and valid title to all such documents, work product and other materials, free and clear of all encumbrances and liens of any kind; (wf) all information Seller has provided to Buyer with respect to such services and its business is true, accurate and complete in all material respects; (x) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (y) such services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (z) Seller is, and shall perform such services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discriminationBuyer. The above These warranties shall be in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, Buyer and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of any and all GoodsBuyer's products. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification request for one or more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Xxxxx in writing. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer's option: (1) retain the defective goods in whole or in part with an appropriate adjustment in the price for the goods; (2) require Seller to cure defects in the goods within a reasonable period of time, determined by Buyer in writingits sole discretion given the urgency of the given situation; (3) require Seller to repair or replace the defective goods in whole or in part at Seller's sole expense, including all shipping, transportation and installation costs; (4) correct or replace the defective items with similar items from a third-party and recover the total cost from Seller, 2 including the cost of product recalls; and (5) exercise all other rights under the Uniform Commercial Code and any other applicable statutes.

Express Warranties. With respect to the goods or services purchased under this Agreement, and all other goods or services purchased from Seller, Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods by Buyer or acceptance of such Goods by Buyer (the “Warranty Period”) Period as follows: (a) the Goods goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the Goods goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the Goods goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the Goods goods shall be merchantable, safe and fit for the Buyer’s 's intended purposes, which purposes have been communicated to Seller; (e) the Goods goods shall be adequately contained, packaged, marked and labeled; and (f) the Goods goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees . These warranties shall be in addition to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods in the event there are any failure or defects in Goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (i) retain the defective Goods in whole or in part with an appropriate adjustment in the price for such Goods; (ii) require Seller to cure defects in the Goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iii) require Seller to repair or replace the defective Goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (iv) correct or replace the defective Goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (v) exercise all other rights under the Uniform Commercial Code and any other applicable lawswarranties, whether express, implied or statutory. In the event that services are performed provided in connection with the provision supply of Goodsgoods, Seller expressly warrants to Buyer thatthat the services will be performed: (ua) such services shall be performed by personnel of appropriate skill, experience and qualifications and with due professional care; (b) in a good, workmanlike, professional professional, timely and timely manner consistent diligent manner; (c) in accordance with all applicable industry standards and industry best industry practicepractices; (vd) all documents, by qualified workers experienced in performing the work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder shall be specified; (e) in strict conformance with applicable specifications and industry accepted performance criteria, ; and Buyer shall receive good and valid title to all such documents, work product and other materials, free and clear of all encumbrances and liens of any kind; (wf) all information Seller has provided to Buyer with respect to such services and its business is true, accurate and complete in all material respects; (x) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (y) such services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (z) Seller is, and shall perform such services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discriminationBuyer. The above These warranties shall be in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, Buyer and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of any and all GoodsBuyer's products. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification request for one or more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Xxxxx in writing. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer's option: (1) retain the defective goods in whole or in part with an appropriate adjustment in the price for the goods; (2) require Seller to cure defects in the goods within a reasonable period of time, determined by Buyer in writing.its sole discretion given the urgency of the given situation; (3) require Seller to repair or replace the defective goods in whole or in part at Seller's sole expense, including all shipping, transportation and installation costs;

Express Warranties. With respect to the goods or services purchased under this Agreement, and all other goods or services purchased from Seller, Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods by Buyer or acceptance of such Goods by Buyer (the “Warranty Period”) Period as follows: (a) the Goods goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the Goods goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the Goods goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the Goods goods shall be merchantable, safe and fit for the Buyer’s intended purposes, which purposes have been communicated to Seller; (e) the Goods goods shall be adequately contained, packaged, marked and labeled; and (f) the Goods goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees . These warranties shall be in addition to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods in the event there are any failure or defects in Goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (i) retain the defective Goods in whole or in part with an appropriate adjustment in the price for such Goods; (ii) require Seller to cure defects in the Goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iii) require Seller to repair or replace the defective Goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (iv) correct or replace the defective Goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (v) exercise all other rights under the Uniform Commercial Code and any other applicable lawswarranties, whether express, implied or statutory. In the event that services are performed provided in connection with the provision supply of Goodsgoods, Seller expressly warrants to Buyer thatthat the services will be performed: (ua) such services shall be performed by personnel of appropriate skill, experience and qualifications and with due professional care; (b) in a good, workmanlike, professional professional, timely and timely manner consistent diligent manner; (c) in accordance with all applicable industry standards and industry best industry practicepractices; (vd) all documents, by qualified workers experienced in performing the work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder shall be specified; (e) in strict conformance with applicable specifications and industry accepted performance criteria, ; and Buyer shall receive good and valid title to all such documents, work product and other materials, free and clear of all encumbrances and liens of any kind; (wf) all information Seller has provided to Buyer with respect to such services and its business is true, accurate and complete in all material respects; (x) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (y) such services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (z) Seller is, and shall perform such services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discriminationBuyer. The above These warranties shall be in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, Buyer and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of any and all GoodsBuyer’s products. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification request for one or more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Buyer Xxxxx in writing.. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (1) retain the defective goods in whole or in part with an appropriate adjustment in the price for the goods;

Express Warranties. Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods by Buyer or acceptance of such Goods by Buyer (the “Warranty Period”) as follows: (a) the Goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the Goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the Goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the Goods shall be merchantable, safe and fit for the Buyer’s intended purposes, which purposes have been communicated to Seller; (e) the Goods shall be adequately contained, packaged, marked and labeled; and (f) the Goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods in the event there are any failure or defects in Goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (i) retain the defective Goods in whole or in part with an appropriate adjustment in the price for such Goods; (ii) require Seller to cure defects in the Goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iii) require Seller to repair or replace the defective Goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (iv) correct or replace the defective Goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (v) exercise all other rights under the Uniform Commercial Code and any other applicable laws. In the event that services are performed in connection with the provision of Goods, Seller expressly warrants to Buyer that: (ua) such services the Services shall be performed by personnel of appropriate skill, experience and qualifications and in a good, workmanlike, professional and timely manner consistent with applicable industry standards and best industry practice; (vb) all documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder (collectively, the “Deliverables”) shall be in strict conformance with applicable specifications and industry accepted performance criteria, and Buyer shall receive good and valid title to all such documents, work product and other materialsDeliverables, free and clear of all encumbrances and liens of any kind; (wc) all information Seller has provided to Buyer with respect to such services the Services and its business is true, accurate and complete in all material respects; (xd) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (ye) such services the Services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (zf) Seller is, and shall perform such servicesthe Services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such servicesthe Services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination. The above warranties In the event that the Services include the procurement, construction, manufacture, provision, delivery and/or shipment of any goods, then Seller expressly warrants for a period of 12 months from the later to occur of first use of such goods by Buyer or acceptance of such goods by Buyer (the “Warranty Period”) as follows: (i) such goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (ii) such goods shall be free from defects in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive workmanship and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, material and shall inure to the benefit of Buyer, its successors, assigns, customers be new and the users of any and all Goods. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification for one more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Buyer in writing.highest quality;

Express Warranties. Seller expressly warrants to Buyer that: (a) the Services shall be performed by personnel of appropriate skill, experience and qualifications and in a good, workmanlike, professional and timely manner consistent with applicable industry standards and best industry practice; (b) all documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance hereunder (collectively, the “Deliverables”) shall be in strict conformance with applicable specifications and industry accepted performance criteria, and Buyer shall receive good and valid title to all such Deliverables, free and clear of all encumbrances and liens of any kind; (c) all information Seller has provided to Buyer with respect to the Services and its business is true, accurate and complete in all material respects; (d) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (e) the Services shall be performed in strict conformance with this Agreement, including but not limited to any statement of work issued by Buyer and (f) Seller is, and shall perform the Services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to the Services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination. In the event that the Services include the procurement, construction, manufacture, provision, delivery and/or shipment of any goods, then Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods such goods by Buyer or acceptance of such Goods goods by Buyer (the “Warranty Period”) as follows: (ai) the Goods such goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (bii) the Goods such goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (ciii) Buyer shall receive title to the Goods such goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (div) the Goods such goods shall be merchantable, safe and fit for the Buyer’s intended purposes, which purposes have been communicated to Seller; (ev) the Goods such goods shall be adequately contained, packaged, marked and labeled; and (fvi) the Goods such goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods goods in the event there are any failure or defects in Goods such goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (iv) retain the defective Goods goods in whole or in part with an appropriate adjustment in the price for such Goodsgoods; (iiw) require Seller to cure defects in the Goods such goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iiix) require Seller to repair or replace the defective Goods goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (ivy) correct or replace the defective Goods goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (vz) exercise all other rights under the Uniform Commercial Code and any other applicable laws. In the event that services are performed in connection with the provision of Goods, Seller expressly warrants to Buyer that: (u) such services shall be performed by personnel of appropriate skill, experience and qualifications and in a good, workmanlike, professional and timely manner consistent with applicable industry standards and best industry practice; (v) all documents, work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder shall be in strict conformance with applicable specifications and industry accepted performance criteria, and Buyer shall receive good and valid title to all such documents, work product and other materials, free and clear of all encumbrances and liens of any kind; (w) all information Seller has provided to Buyer with respect to such services and its business is true, accurate and complete in all material respects; (x) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (y) such services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (z) Seller is, and shall perform such services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination. The above warranties shall be in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of any and all Goodsthe Deliverables. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of Seller’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification for one more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Buyer Xxxxx in writing.

Express Warranties. With respect to the goods or services purchased under this Agreement, and all other goods or services purchased from Seller, Seller expressly warrants for a period of 12 months from the later to occur of first use of the Goods by Buyer or acceptance of such Goods by Buyer (the “Warranty Period”) Period as follows: (a) the Goods goods shall strictly conform to all specifications, drawings, instructions, advertisements, statements on containers or labels, descriptions and samples; (b) the Goods goods shall be free from defects in workmanship and material and shall be new and of the highest quality; (c) Buyer shall receive title to the Goods goods that is free and clear of any liens, encumbrances and any actual or claimed patent, copyright or trademark infringement; (d) the Goods goods shall be merchantable, safe and fit for the Buyer’s 's intended purposes, which purposes have been communicated to Seller; (e) the Goods goods shall be adequately contained, packaged, marked and labeled; and (f) the Goods goods shall be 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 manufacture, labeling, transporting, licensing, approval or certification, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discrimination; provided, that Seller agrees . These warranties shall be in addition to waive and hereby does waive the expiration of the Warranty Period with respect to any and all Goods in the event there are any failure or defects in Goods discovered after the Warranty Period that are material in nature, that affect a significant portion of the Goods or that, in Buyer’s reasonably determination, could reasonably be expected to damage property or the health and safety of any person. If Buyer experiences any defect, failure or non-conformity in any Goods procured, constructed, manufactured, delivered and/or shipped under this Agreement during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (i) retain the defective Goods in whole or in part with an appropriate adjustment in the price for such Goods; (ii) require Seller to cure defects in the Goods within a reasonable period of time, determined by Buyer in its sole discretion taking into account the urgency of the given situation; (iii) require Seller to repair or replace the defective Goods in whole or in part at Seller’s sole expense, including all shipping, transportation and installation costs; (iv) correct or replace the defective Goods with similar goods from a third-party and recover the total cost of such correction or replacement from Seller, including the cost of product recalls; and (v) exercise all other rights under the Uniform Commercial Code and any other applicable lawswarranties, whether express, implied or statutory. In the event that services are performed provided in connection with the provision supply of Goodsgoods, Seller expressly warrants to Buyer thatthat the services will be performed: (ua) such services shall be performed by personnel of appropriate skill, experience and qualifications and with due professional care; (b) in a good, workmanlike, professional professional, timely and timely manner consistent diligent manner; (c) in accordance with all applicable industry standards and industry best industry practicepractices; (vd) all documents, by qualified workers experienced in performing the work product and other materials that are delivered to Buyer under this Agreement or prepared by or on behalf of the Seller in the course of performance of such services hereunder shall be specified; (e) in strict conformance with applicable specifications and industry accepted performance criteria, ; and Buyer shall receive good and valid title to all such documents, work product and other materials, free and clear of all encumbrances and liens of any kind; (wf) all information Seller has provided to Buyer with respect to such services and its business is true, accurate and complete in all material respects; (x) Seller and its employees, subcontractors and agents are capable of performing its obligations under this Agreement and Seller has obtained all licenses, permits, approvals and authorizations necessary to enter into this Agreement and to satisfy its obligations hereunder; (y) such services shall be performed in strict conformance with this Agreement, including but not limited to any purchase order or statement of work issued by Buyer and (z) Seller is, and shall perform such services, in compliance with all applicable federal, state and local laws, regulations and orders, and agency or association standards or other standards applicable to such services, including by way of illustration and not by way of limitation, the Occupational Health and Safety Act, the Fair Labor Standards Act, and any law or order pertaining to discriminationBuyer. The above These warranties shall be in addition to all other warranties provided by law or in equity, whether express, implied or statutory, shall survive and remain in force after any inspection, test, delivery, acceptance, use and payment by Buyer, Buyer and shall inure to the benefit of Buyer, its successors, assigns, customers and the users of any and all GoodsBuyer's products. These warranties may not be limited or disclaimed by Seller. Buyer’s approval of SellerXxxxxx’s design, material, process, drawing, specifications or the like shall not be construed to relieve Seller of the warranties set forth herein, nor shall a waiver by Buyer of any drawing or specification request for one or more articles constitute a waiver of any such requirements for the remaining articles to be delivered hereunder unless so stated by Xxxxx in writing. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer's option: (1) retain the defective goods in whole or in part with an appropriate adjustment in the price for the goods; (2) require Seller to cure defects in the goods within a reasonable period of time, determined by Buyer in writingits sole discretion given the urgency of the given situation; (3) require Seller to repair or replace the defective goods in whole or in part at Seller's sole expense, including all shipping, transportation and installation costs; (4) correct or replace the defective items with similar items from a third-party and recover the total cost from Seller, including the cost of product recalls; and (5) exercise all other rights under the Uniform Commercial Code and any other applicable statutes.