Common use of INSPECTION AND WARRANTY Clause in Contracts

INSPECTION AND WARRANTY. (a) In the event of any shortage, damage or discrepancy in or to a shipment of Systems or in the event any of the Systems fail to comply with the then current Specifications for the Systems, Medtronic shall report the same to CMI and furnish such written evidence or other documentation as CMI reasonably may deem appropriate. If the substantiating evidence delivered by Medtronic demonstrates that such shortage, damage or discrepancy or non-conformity with Specifications existed at the time of delivery of the Systems at the F.O.B. point, Medtronic may return the Systems to CMI at CMI's expense, and at Medtronic's request CMI shall use all reasonable efforts to deliver promptly replacement Systems to Medtronic in accordance with the delivery procedures set forth herein. (b) CMI represents and warrants to Medtronic that all Systems sold and delivered to any account under this Agreement will have been manufactured, if required by law, in accordance with FDA Good Manufacturing Practices, European Medical Device Directive requirements, ISO 9001 certification or successor requirements, and all other applicable manufacturing requirements, and that continually during the term of this Agreement no Systems delivered by CMI to Medtronic or to any Medtronic account shall be adulterated or misbranded at the time of delivery within the meaning of the U.S. Food, Drug and Cosmetic Act and regulations thereunder. CMI shall cause Medtronic's regulatory personnel to be provided with reasonable access from time to time to the facilities and records of CMI for the purpose of confirming CMI's compliance with all applicable requirements noted in this Section. (c) CMI warrants to Medtronic and to Medtronic's customers that Systems sold by CMI will not infringe any currently issued patents, trade secrets, trademarks, or other intellectual property rights of any third party, and that such products shall, when delivered at the F.O.B. point, meet the Specifications and shall be free from defects in materials and workmanship. Medtronic shall invoice CMI for, and CMI shall promptly pay, Medtronic's reasonable labor charges and Medtronic's out-of-pocket materials, handling, shipping, transportation, insurance and other expenses actually incurred in replacing defective Systems which were under warranty. (d) THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY CMI, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT CMI SHALL ALSO PROVIDE WITH RESPECT TO SYSTEMS SOLD TO MEDTRONIC OR TO MEDTRONIC'S CUSTOMERS SUCH OTHER WARRANTIES AS CMI CUSTOMARILY PROVIDES TO ITS CUSTOMERS OR END-USERS OF THE SYSTEMS IN THE FIELD OF USE (A COPY OF THE CURRENT VERSION OF SUCH CUSTOMER WARRANTY IS ATTACHED HERETO AS SCHEDULE 3.4).

INSPECTION AND WARRANTY. (a) Specifications for the Systems will be established by ENDOCARE subject to written agreement by CryoCath, and will be subject to modification from time to time by mutual agreement. In the event of any shortage, damage or discrepancy in or to a shipment of Systems or parts thereof or in the event any of the Systems fail to comply with the then current Specifications for the Systems, Medtronic CryoCath shall report the same to CMI ENDOCARE and furnish such written evidence or other documentation as CMI ENDOCARE reasonably may deem appropriate. If the substantiating evidence delivered by Medtronic CryoCath demonstrates that such shortage, damage or discrepancy or non-conformity with Specifications existed at the time of delivery of the Systems at the F.O.B. point*** , Medtronic CryoCath may return the Systems to CMI ENDOCARE at CMIENDOCARE's expense, and ENDOCARE shall issue a credit or replacement for such returns at Medtronic's request CMI the invoiced price less any adjustments that may have been made based on actual annual purchase volumes. Any credit will be issued at the time that the returned product is received by ENDOCARE. ENDOCARE shall use all reasonable efforts to promptly deliver promptly replacement Systems to Medtronic CryoCath in accordance with the delivery procedures set forth herein. (b) CMI ENDOCARE represents and warrants to Medtronic CryoCath that all Systems sold and delivered to any account under this Agreement will have been manufactured, if required by law, manufactured in accordance with FDA Good Manufacturing Practices, European Medical Device Directive requirements, ISO 9001 certification or successor requirements9000 series certification, and all other applicable manufacturing requirements, and that continually during the term of this Agreement no Systems delivered by CMI ENDOCARE to Medtronic or to any Medtronic account CryoCath shall be adulterated or misbranded at the time of delivery within the meaning of the U.S. Food, Drug and Cosmetic Act and regulations thereunder. CMI ENDOCARE shall cause Medtronicprovide CryoCath's regulatory personnel to be provided with reasonable access from time to time time, but not more than ***, to the facilities and records of CMI ENDOCARE for the purpose of confirming CMIENDOCARE's compliance with all applicable requirements noted in this SectionArticle. (c) CMI ENDOCARE warrants to Medtronic CryoCath and to MedtronicCryoCath's customers that the Systems sold by CMI will not infringe any currently issued patents, trade secrets, trademarks, or other intellectual property rights of any third party, and that such products shall, when delivered at are in accordance with the F.O.B. point, meet the Specifications and warranty attached hereto as Section 2.5 (d). CryoCath shall be free from defects in materials and workmanship. Medtronic shall invoice CMI bear all responsibility for, and CMI shall promptly payindemnify and hold ENDOCARE harmless from any claim, Medtronic's reasonable labor charges action or loss which arises ---------- *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and Medtronic's out-of-pocket materials, handling, shipping, transportation, insurance and filed separately with the Commission. out of or results from any other expenses actually incurred in replacing defective Systems which were under warrantywarranties made by CryoCath (other than ENDOCARE warranties) its employees or agents with respect to the Systems. (d) THE WARRANTIES SET FORTH ABOVE PRODUCTS THAT ENDOCARE IS PROVIDING TO CRYOCATH ARE WARRANTIED ONLY TO THE EXTENT THAT THEY WILL BE FREE FROM DEFECT IN LIEU OF ALL MATERIAL, DESIGN AND WORKMANSHIP. ENDOCARE MAKES NO OTHER WARRANTIES, EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY REGARDING THE PRODUCTS PROVIDED HEREUNDER INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED EXPRESSLY DISCLAIMED. SUBJECT TO ENDOCARE'S EXPRESS REPRESENTATIONS AND EXCLUDED BY CMIWARRANTIES HEREIN, INCLUDINGENDOCARE DOES NOT REPRESENT THAT THE PRODUCTS WILL OPERATE ERROR-FREE, OR THAT THEY WILL OPERATE WITHOUT LIMITATIONINTERRUPTION, OR THAT THEY WILL FUNCTION IN ACCORDANCE WITH CRYOCATH'S REQUIREMENTS. IN NO EVENT SHALL ENDOCARE HAVE ANY LIABILITY FOR, NOR SHALL ANY THIRD PARTY HAVE ANY REMEDY AGAINST ENDOCARE FOR, CONSEQUENTIAL DAMAGES, ANY WARRANTY LOSS OF MERCHANTABILITY PROFITS OR FITNESS FOR A PARTICULAR PURPOSE OR SAVINGS, LOSS OF USE, EXCEPT CMI SHALL ALSO PROVIDE WITH RESPECT TO SYSTEMS SOLD TO MEDTRONIC OR TO MEDTRONIC'S CUSTOMERS SUCH ANY OTHER WARRANTIES AS CMI CUSTOMARILY PROVIDES TO ITS CUSTOMERS OR END-USERS OF THE SYSTEMS IN THE FIELD OF USE (A COPY OF THE CURRENT VERSION OF SUCH CUSTOMER WARRANTY IS ATTACHED HERETO AS SCHEDULE 3.4)COMMERCIAL LOSS.

INSPECTION AND WARRANTY. All Services furnished hereunder by Vendor shall be subject to final inspection and acceptance at destination (a) not withstanding any previous inspection(s)). In addition to its rights under any other provisions hereof and its remedies for any breach of this Purchase Order, Buyer may reject or direct the event prompt correction in place of any shortageServices which are defective or nonconforming in material, damage quality, workmanship or discrepancy in or otherwise fails to a shipment meet the requirement of Systems or in the event any of the Systems fail to comply with the then current Specifications for the Systems, Medtronic shall report the same to CMI and furnish such written evidence or other documentation as CMI reasonably may deem appropriatethis Purchase Order. If Vendor fails to promptly remove or promptly replace or correct the substantiating evidence delivered by Medtronic demonstrates that defective or nonconforming Services, Buyer may replace or correct such shortage, damage defective or discrepancy or non-conformity with Specifications existed nonconforming Services at the time expense of delivery of the Systems at the F.O.B. point, Medtronic may return the Systems to CMI at CMI's expenseVendor. Furthermore, and at Medtronic's request CMI shall use all reasonable efforts in addition to deliver promptly replacement Systems to Medtronic in accordance with the delivery procedures set forth herein. (b) CMI represents aforementioned covenants and stipulations, Vendor warrants to Medtronic that all Systems sold the Services performed and delivered to any account under this Agreement will have been manufactured, if required by law, in accordance with FDA Good Manufacturing Practices, European Medical Device Directive requirements, ISO 9001 certification or successor requirements, and all other applicable manufacturing requirements, and that continually during the term of this Agreement no Systems delivered by CMI to Medtronic or to any Medtronic account shall be adulterated or misbranded at the time of delivery within the meaning of the U.S. Food, Drug and Cosmetic Act and regulations thereunder. CMI shall cause Medtronic's regulatory personnel to be provided with reasonable access from time to time to the facilities and records of CMI for the purpose of confirming CMI's compliance with all applicable requirements noted in this Section. (c) CMI warrants to Medtronic and to Medtronic's customers that Systems sold by CMI will not infringe any currently issued patents, trade secrets, trademarks, or other intellectual property rights of any third party, and that such products shall, when delivered at the F.O.B. point, meet the Specifications and hereunder shall be free from any defects in design, workmanship and material and shall conform strictly to any specifications, drawings or samples specified or furnished by Buyer and that Vendor (and its employees and agents) will at all times by properly certified and licensed and furnish the Services in accordance with all applicable laws and regulations. In addition, Vendor warrants that only new materials will be delivered or incorporated into Services to be delivered hereunder and workmanshipwarrants all Services to be merchantable and to be fit for the particular purpose, whether express or implied, for which they are required. Medtronic Vendor agrees that any breach of warranty shall invoice CMI forbe deemed to impair substantially the value of the warranted Services to Buyer and, and CMI shall promptly payin addition to all other remedies available to Buyer, Medtronic's reasonable labor charges and Medtronic's out-of-pocket materialsBuyer may revoke its acceptance of nonconforming Services. Buyer may, handlingat Buyer’s option, shipping, transportation, insurance and other expenses actually incurred in replacing either return for credit or refund or require prompt correction or replacement of the defective Systems which were under warrantyor nonconforming Services or any part thereof. (d) THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY CMI, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT CMI SHALL ALSO PROVIDE WITH RESPECT TO SYSTEMS SOLD TO MEDTRONIC OR TO MEDTRONIC'S CUSTOMERS SUCH OTHER WARRANTIES AS CMI CUSTOMARILY PROVIDES TO ITS CUSTOMERS OR END-USERS OF THE SYSTEMS IN THE FIELD OF USE (A COPY OF THE CURRENT VERSION OF SUCH CUSTOMER WARRANTY IS ATTACHED HERETO AS SCHEDULE 3.4).

INSPECTION AND WARRANTY. (a) In the event of any shortage, damage or discrepancy in or to a shipment of Systems or in the event any of the Systems fail to comply with the then current Specifications specifications for the Systems, Medtronic shall report the same to CMI Vista and furnish such written evidence or other documentation as CMI Vista reasonably may deem appropriate. If the substantiating evidence delivered by Medtronic demonstrates that such shortage, damage or discrepancy or non-conformity with Specifications specifications existed at the time of delivery of the Systems at the F.O.B. point, Medtronic may return the Systems to CMI Vista at CMI's Vista' expense, and at Medtronic's request CMI Vista shall use all reasonable efforts to deliver promptly replacement Systems to Medtronic in accordance with the delivery procedures set forth herein. (b) CMI Vista represents and warrants to Medtronic that all Systems sold and delivered to any account under this Agreement will have been manufactured, if required by law, in accordance with FDA Good Manufacturing Practices, European Medical Device Directive requirements, ISO 9001 certification or successor requirements, and all other applicable manufacturing requirements, and that continually during the term of this Agreement no Systems delivered by CMI Vista to Medtronic or to any Medtronic account Account shall be adulterated or misbranded at the time of delivery within the meaning of the U.S. Food, Drug and Cosmetic Act and regulations thereunder. CMI Vista shall cause Medtronic's regulatory personnel to be provided with reasonable access from time to time to the facilities and records of CMI Vista for the purpose of confirming CMIVista's compliance with all applicable requirements noted in this Section. (c) CMI Vista warrants to Medtronic and to Medtronic's customers that Systems sold by CMI Vista will not infringe any currently issued patents, trade secrets, trademarks, or other intellectual property rights of any third party, and that such products shall, when delivered at the F.O.B. point, meet the Specifications and shall be free from defects in materials and workmanship. Medtronic shall invoice CMI Vista for, and CMI Vista shall promptly pay, Medtronic's reasonable labor charges and Medtronic's out-of-pocket materials, handling, shipping, transportation, insurance and other expenses actually incurred in replacing defective Systems which were under warranty. (d) THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED BY CMIVISTA, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, EXCEPT CMI VISTA SHALL ALSO PROVIDE WITH RESPECT TO SYSTEMS SOLD TO MEDTRONIC OR TO MEDTRONIC'S CUSTOMERS SUCH OTHER WARRANTIES AS CMI VISTA CUSTOMARILY PROVIDES TO ITS CUSTOMERS OR END-USERS OF THE SYSTEMS IN THE FIELD OF USE (A COPY OF THE CURRENT VERSION OF SUCH CUSTOMER WARRANTY IS ATTACHED HERETO AS SCHEDULE 3.44.3). VISTA MAY CHANGE ITS STANDARD CUSTOMER WARRANTY FROM TIME TO TIME.