Common use of Limited Warranties and Remedies Clause in Contracts

Limited Warranties and Remedies. Seller warrants for a period of 30 days that the Parts shall be free from defects in material and workmanship and shall conform to the design and description determined in a signed Statement of Work, drawings, award letter or other mutually signed documents. THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There are no other representations of warranties or guaranties applicable to the sale of the Parts unless otherwise agreed to in writing by an officer of Seller. Improper installation, misuse, use in applications outside of the specifications of the Parts, failure to maintain the Parts in accordance with applicable standards, alteration of the Parts or other similar circumstances will void any warranty for the Parts. Buyer’s exclusive remedy for any warranty claim or for any other claim arising out of the purchase of the Parts will be the replacement of the Parts, free of charge, FOB Seller’s facility, or, at Seller’s option, a credit in a fair amount not to exceed the aggregate purchase price for the Parts, which are proven to be defective within the Warranty Period. As a condition precedent to any replacement or credit under this paragraph, Seller shall have the right to request and obtain reasonable evidence of and impose reasonable requirements for submission of a warranty claim. Buyer must return 100% of the purportedly defective parts or a statistically relevant share as mutually agreed upon for testing by Seller. SELLER WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES SUSTAINED BY BUYER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF USE OF THE PARTS, COST OF CAPITAL, COST OF ANY COVER, COST OF PLANT SHUTDOWNS OR CLAIMS BY BUYER’S CUSTOMERS FOR ANY DAMAGES. This remedy applies to limit the damages recoverable regardless of the nature of the Buyer’s claim, whether in tort, contract, equity, breach of warranty, negligence or strict liability and regardless whether the defect is due to Seller’s negligence or defect in the product.

Limited Warranties and Remedies. Seller warrants for a period of 30 days that the Parts shall be free from defects in material and workmanship and shall conform to the design and description determined in a signed Statement of Work, drawings, award letter or other mutually signed documents. THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There are no other representations of warranties or guaranties applicable to the sale of the Parts unless otherwise agreed to in writing by an officer of Seller. Improper installation, misuse, use in applications outside of the specifications of the Parts, failure to maintain the Parts in accordance with applicable standards, alteration of the Parts or other similar circumstances will void any warranty for the Parts. Buyer’s exclusive remedy for any warranty claim or for any other claim arising out of the purchase of the Parts will be the replacement of the Parts, free of charge, FOB Seller’s facility, or, at Seller’s option, a credit in a fair amount not to exceed the aggregate purchase price for the Parts, which are proven to be defective within the Warranty Period. As a condition precedent to any replacement or credit under this paragraph, Seller shall have the right to request and obtain reasonable evidence of and impose reasonable requirements for submission of a warranty claim. Buyer must return 100% of the purportedly defective parts or a statistically relevant share as mutually agreed upon for testing by Seller. SELLER WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, ,INCIDENTAL OR OTHER DAMAGES SUSTAINED BY BUYER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF USE OF THE PARTS, COST OF CAPITAL, COST OF ANY COVER, COST OF PLANT SHUTDOWNS OR CLAIMS BY BUYER’S CUSTOMERS FOR ANY DAMAGES. This remedy applies to limit the damages recoverable regardless of the nature of the Buyer’s claim, whether in tort, contract, equity, breach of warranty, negligence or strict liability and regardless whether the defect is due to Seller’s negligence or defect in the product.

Limited Warranties and Remedies. Seller 6.1 LICENSOR represents and warrants for a period of 30 days that that, during the Parts shall be free from defects in material Warranty Period, the OpenCore Function and workmanship and shall Software will substantially conform to the design Specifications if used in compliance with the terms of this Agreement. LICENSEE’s sole remedy, and description determined LICENSOR’s sole obligation, for a breach of this warranty shall be (a) for LICENSOR to use commercially reasonable efforts to remedy the non-conformance, or (b) if LICENSOR is unable to remedy the non-conformance within a reasonable time, for LICENSEE to receive a refund of all fees paid to LICENSOR in connection with the defective part of OpenCore Function and Software. If LICENSEE receives such a signed Statement refund, LICENSEE’s license and rights under this Agreement for the defective OpenCore Function and Software shall immediately terminate and LICENSEE shall destroy the defective portion of Workthe OpenCore Function and Software, drawingsincluding all copies thereof in any form (whether or not merged with Licensee’s products), award letter and to certify the same to LICENSOR. 6.2 The foregoing warranties apply only to OpenCore Function and Software delivered by LICENSOR or its agents. The warranties are provided only to LICENSEE, and is not transferable or extendable to any third party. Both parties agree that remedy under Paragraph 6.1 shall only be provided for those claims of breach (together with evidence thereof), reported during the Warranty Period. The LICENSEE shall provide LICENSOR with such evidence of alleged nonconformities or defects as LICENSOR may request, and LICENSOR shall have no obligation to remedy any non-conformance or defect it cannot replicate using reasonable efforts. The warranties shall not extend to any OpenCore Function and Software or any portion thereof that has been modified by anyone other mutually signed documents. than LICENSOR, LICENSOR’S agents, or LICENSEE as approved by LICENSOR. 6.3 EXCEPT AS EXPRESSLY PROVIDED UNDER THIS WARRANTY SHALL BE IN LIEU OF ANY AGREEMENT, NO OTHER WARRANTYWARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUING ARE MADE WITH RESPECT TO THE OPENCORE FUNCTION AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY TO, IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN. There are no other representations of warranties or guaranties applicable to the sale of the Parts unless otherwise agreed to in writing by an officer of SellerEXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OPENCORE FUNCTION AND SOFTWARE AND ANY DESIGN OR PRODUCT IN WHICH THE OPENCORE FUNCTION AND SOFTWARE MAY BE USED. Improper installationSHOULD THE OPENCORE FUNCTION AND SOFTWARE OR ANY PORTION THEREOF PROVE DEFECTIVE, misuseEXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, use in applications outside of the specifications of the Parts, failure to maintain the Parts in accordance with applicable standards, alteration of the Parts or other similar circumstances will void any warranty for the Parts. Buyer’s exclusive remedy for any warranty claim or for any other claim arising out of the purchase of the Parts will be the replacement of the Parts, free of charge, FOB Seller’s facility, or, at Seller’s option, a credit in a fair amount not to exceed the aggregate purchase price for the Parts, which are proven to be defective within the Warranty Period. As a condition precedent to any replacement or credit under this paragraph, Seller shall have the right to request and obtain reasonable evidence of and impose reasonable requirements for submission of a warranty claim. Buyer must return 100% of the purportedly defective parts or a statistically relevant share as mutually agreed upon for testing by Seller. SELLER WILL THE LICENSOR DOES NOT BE LIABLE ASSUME LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES SUSTAINED BY BUYER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF USE OF THE PARTS, COST OF CAPITAL, COST OF ANY COVERNECESSARY SERVICING, COST OF PLANT SHUTDOWNS REPAIR, OR CLAIMS BY BUYER’S CUSTOMERS FOR ANY DAMAGES. This remedy applies CORRECTION. 6.4 In no event shall LICENSOR’s obligations pursuant to limit Paragraph 6 (and Paragraph 5 above) exceed the damages recoverable regardless total of the nature of the Buyer’s claim, whether in tort, contract, equity, breach of warranty, negligence Payments and Fees made or strict liability and regardless whether the defect is due to Seller’s negligence or defect in the productbe made by LICENSEE pursuant to this Agreement.

Limited Warranties and Remedies. Seller warrants that for a period of 30 days that from the Parts shall date of delivery the goods will be free from defects in of material and workmanship and shall conform to the design and description determined in a signed Statement of Work, drawings, award letter or other mutually signed documentsworkmanship. THIS WARRANTY SHALL BE IN LIEU OF ANY SELLER MAKES NO OTHER WARRANTYWARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUING BUT NOT LIMITED TO BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY SPECIFICALLY DISCLAIMED. There are no other representations IN PARTICULAR, BUT WITHOUT LIMITING THE GENERALITY OF THE FOREGOING EXCLUSION, (i) IF THE GOODS ARE MADE ACCORDING TO BUYER'S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE GOODS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS, (ii) IF ANY GOODS FURNISHED HEREUNDER ARE MADE BY ANY SUPPLIER OTHER THAN SELLER, SELLER DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO SUCH GOODS, (iii) SELLER DOES NOT WARRANT THAT THE GOODS ARE IN COMPLIANCE WITH LAWS OF ANY COUNTRY, AND (iv) IF THE GOODS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT DESIGN, DESIGN PERFORMANCE, DURABILITY OR SYSTEM INTEGRATION OF THE MODULES, ASSEMBLIES OR ANY COMPONENTS THEREOF. Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective goods or refunding the purchase price paid for such goods previously paid by Buyer, and Buyer's exclusive remedy for breach of any of such warranties or guaranties applicable to the sale will be enforcement of the Parts unless otherwise agreed to in writing by an officer such obligation of Seller. Improper installation, These warranties will not extend to goods subjected to misuse, use in applications outside abuse, neglect, damage, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller or its authorized representative. Seller shall not be liable on any claim for defective goods, which is not made within 30 days after such goods have been received by Buyer. In the event Buyer claims Seller has breached any of its obligations under the contract, whether of warranty or otherwise, Seller may request the return of the specifications of the Parts, failure goods and tender to maintain the Parts in accordance with applicable standards, alteration of the Parts or other similar circumstances will void any warranty for the Parts. Buyer’s exclusive remedy for any warranty claim or for any other claim arising out of Buyer the purchase of the Parts will be the replacement of the Partsprice previously paid by Buyer, free of charge, FOB Seller’s facility, or, at Seller’s option, a credit and in a fair amount not to exceed the aggregate purchase price for the Parts, which are proven to be defective within the Warranty Period. As a condition precedent to any replacement or credit under this paragraphsuch event, Seller shall have no further obligation under the contract except to refund such purchase price upon redelivery of the goods. No goods may be returned without Seller's written request. If Seller requests the return of the goods, the goods will be redelivered to Seller at Buyer's expense by lowest cost mode of transportation unless otherwise authorized in writing by Seller. Seller reserves the right to request inspect any claimed defect, repair defective goods or install replacement parts, and obtain reasonable evidence of and impose reasonable requirements for submission of a warranty claim. Buyer must return 100% perform any adjustment incident to satisfactory operation of the purportedly defective parts goods. In the event Buyer claims Seller has breached any of its obligations under the contract, whether of warranty or a statistically relevant share as mutually agreed upon otherwise, and Seller has not delivered any goods to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer, and, in such event, Seller shall have no further obligation under the contract except to refund such purchase price previously paid by Buyer. The remedies contained in this paragraph shall constitute the sole recourse of Buyer against Seller for testing by breach of any of Seller's obligations under the contract, whether of warranty or otherwise. SELLER WILL NOT BE LIABLE FOR ANY CONSEQUENTIALIn no event shall Seller be liable for incidental, INCIDENTAL OR OTHER DAMAGES SUSTAINED BY BUYER INCLUDINGconsequential or special damages, WITHOUT LIMITATIONincluding without limitation, LOSS OF PROFITS OR REVENUElost revenues, PUNITIVE OR EXEMPLARY DAMAGESprofits or recall expenses, LOSS OF USE OF THE PARTSnor shall Seller's liability on any claim for damages arising out of or connected with the contract or the manufacture, COST OF CAPITALsale, COST OF ANY COVER, COST OF PLANT SHUTDOWNS OR CLAIMS BY BUYER’S CUSTOMERS FOR ANY DAMAGES. This remedy applies to limit the damages recoverable regardless delivery or use of the nature goods exceed the purchase price of the Buyer’s claim, whether in tort, contract, equity, breach of warranty, negligence or strict liability and regardless whether the defect is due goods previously paid under this particular contract by Buyer to Seller’s negligence or defect in the product.

Limited Warranties and Remedies. Seller 6.1 LICENSOR represents and warrants for a period of 30 days that that, during the Parts shall be free from defects in material and workmanship and shall Warranty Period, the Products will substantially conform to the Specifications if used in compliance with the terms of this Agreement. LICENSEE’s sole remedy, and LICENSOR’s sole obligation, for a breach of this warranty shall be (a) for LICENSOR to use commercially reasonable efforts to remedy the nonconformance, or (b) if LICENSOR is unable to remedy the nonconformance within a reasonable time, for LICENSEE to receive a refund of all fees paid to LICENSOR for the defective Products. If LICENSEE receives such a refund, LICENSEE agrees that LICENSEE’s license and rights under this Agreement for the defective Products shall immediately terminate and LICENSEE agrees to destroy the defective Products, including all copies thereof in any form and any portions thereof merged into a design or product, and description determined in a signed Statement to certify the same to LICENSOR. 6.2 The foregoing warranties apply only to Products delivered by LICENSOR or its agents. The warranties are provided only to LICENSEE, and may not be transferred or extended to any third party, and apply only during the Warranty Period for claims of Workbreach reported (together with evidence thereof) during the Warranty Period. The LICENSEE shall provide LICENSOR with such evidence of alleged nonconformities or defects as LICENSOR may request, drawingsand LICENSOR shall have no obligation to remedy any non- conformance or defect it cannot replicate using reasonable efforts. The warranties do not extend to any OpenCore Function and Software which have been modified by anyone other than LICENSOR, award letter LICENSOR’S agents, or other mutually signed documents. LICENSEE as approved by LICENSOR. 6.3 EXCEPT AS EXPRESSLY PROVIDED UNDER THIS WARRANTY SHALL BE IN LIEU OF ANY AGREEMENT, NO OTHER WARRANTYWARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUING ARE MADE WITH RESPECT TO THE OPENCORE FUNCTION AND SOFTWARE, INCLUDING, BUT NOT LIMITED TO ANY TO, IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN. There are no other representations of warranties or guaranties applicable to the sale of the Parts unless otherwise agreed to in writing by an officer of SellerEXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE OPENCORE FUNCTION AND SOFTWARE AND ANY DESIGN OR PRODUCT IN WHICH THE OPENCORE FUNCTION AND SOFTWARE MAY BE USED. Improper installationSHOULD THE OPENCORE FUNCTION OR SOFTWARE PROVE DEFECTIVE, misuseEXCEPT AS OTHERWISE DESCRIBED UNDER THIS AGREEMENT, use in applications outside of the specifications of the Parts, failure to maintain the Parts in accordance with applicable standards, alteration of the Parts or other similar circumstances will void any warranty for the Parts. Buyer’s exclusive remedy for any warranty claim or for any other claim arising out of the purchase of the Parts will be the replacement of the Parts, free of charge, FOB Seller’s facility, or, at Seller’s option, a credit in a fair amount not to exceed the aggregate purchase price for the Parts, which are proven to be defective within the Warranty Period. As a condition precedent to any replacement or credit under this paragraph, Seller shall have the right to request and obtain reasonable evidence of and impose reasonable requirements for submission of a warranty claim. Buyer must return 100% of the purportedly defective parts or a statistically relevant share as mutually agreed upon for testing by Seller. SELLER WILL THE LICENSOR DOES NOT BE LIABLE ASSUME LIABILITY FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES SUSTAINED BY BUYER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF USE OF THE PARTS, COST OF CAPITAL, COST OF ANY COVERNECESSARY SERVICING, COST OF PLANT SHUTDOWNS REPAIR, OR CLAIMS BY BUYER’S CUSTOMERS FOR ANY DAMAGESCORRECTION. This remedy applies Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to limit you in full, but shall be interpreted to apply to the damages recoverable regardless of the nature of the Buyer’s claim, whether in tort, contract, equity, breach of warranty, negligence or strict liability and regardless whether the defect is due to Seller’s negligence or defect in the productmaximum extent permissible under applicable law.

Limited Warranties and Remedies. Seller 1. Informix warrants that (a) use of ------------------------------- unmodified Products, will not violate the intellectual property rights of any third party under U.S. patent copyright trademark or trade secret law of the United States; (b) it has full power and right to enter into this Agreement and (c) during the first 90 days from the date Licensee receives an unmodified Products ("Warranty Period") manufactured by Informix, the ;media for a period of 30 days that the Parts shall those Products will, under normal use, be free from of defects in material materials and workmanship and shall the Development Products will substantially conform to the design and description determined in a signed Statement of WorkUser Documentation. 2. EXCEPT FOR THESE EXPRESS LIMITED WARRANTIES, drawings, award letter or other mutually signed documents. THIS WARRANTY SHALL BE IN LIEU LICENSEE ACCEPTS THE PRODUCTS "AS IS," WITH NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY OTHER WARRANTYKIND, EXPRESS OR IMPLIEDINCLUDING WITHOUT LIMITATION, INCLUING BUT NOT LIMITED TO ANY IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. There are no other representations INFORMIX MAKES NO WARRANTIES REGARDING THE APPLICATION(S) OR THE MEDIA OF THE PRODUCTS MANUFACTURED BY LICENSEE. Some jurisdictions do not allow limitations on how long an implied warranty last, so the above limitation may not apply to Licensee. 3. In the case of warranties an alleged breach of sections C.1(a) or guaranties applicable to the sale (b), Informix shall, at its expense, indemnify, defend, save and hold harmless Licensee from and against any claim, loss, expense or judgment (including reasonable attorney fees) provided (a) Licensee promptly gives Informix written notice of the Parts unless otherwise agreed claim; (b) Licensee provides all reasonable assistance at Informix's expense to in writing by an officer of Seller. Improper installation, misuse, use in applications outside of defend against the specifications of the Parts, failure to maintain the Parts in accordance with applicable standards, alteration of the Parts or other similar circumstances will void any warranty for the Parts. Buyer’s exclusive remedy for any warranty claim or for any other claim arising out of the purchase of the Parts will be the replacement of the Parts, free of charge, FOB Seller’s facility, or, at Seller’s option, a credit in a fair amount not to exceed the aggregate purchase price for the Parts, which are proven to be defective within the Warranty Period. As a condition precedent to any replacement or credit under this paragraph, Seller shall have claim; and (c) Informix has the right to request and obtain reasonable evidence of and impose reasonable requirements for submission of a warranty claim. Buyer must return 100% control the defense or settlement of the purportedly defective parts claim provided that Informix does not enter into any settlement or a statistically relevant share as mutually agreed compromise that imposes any obligation or liability upon Licensee without Licensee's prior written consent. 4. Licensee's sole remedy for testing by Seller. SELLER WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER DAMAGES SUSTAINED BY BUYER INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS OR REVENUE, PUNITIVE OR EXEMPLARY DAMAGES, LOSS OF USE OF THE PARTS, COST OF CAPITAL, COST OF ANY COVER, COST OF PLANT SHUTDOWNS OR CLAIMS BY BUYER’S CUSTOMERS FOR ANY DAMAGES. This remedy applies to limit the damages recoverable regardless of the nature of the Buyer’s claim, whether in tort, contract, equity, Informix's breach of warranty, negligence or strict liability and regardless whether the defect is due to Seller’s negligence or defect in the productsection C.1.