Common use of Limited Warranty; Limitation on Liability Clause in Contracts

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free and clear of all liens, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold hereunder shall conform to the Specifications and shall be free from defects in materials or workmanship. Equipment supplied pursuant to Section 10 of this Agreement is provided subject to the manufacturer’s standard warranty. SUN HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR USE OR PURPOSE. IN THE EVENT OF FAILURE OF ANY PRODUCT TO CONFORM TO THE WARRANTY PROVIDED HEREIN, SUN’S SOLE OBLIGATION, AND GPI’S RIGHT, SHALL BE FOR SUN TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICE. IN ADDITION, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORK, DISPOSAL, RAW MATERIALS AND LABOR. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 13, ABOVE), REGARDLESS OF THE FORM OF ACTION, OR FOR ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED TO LOST PROFITS, WHETHER FORESEEABLE OR NOT, EVEN IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free Biomatrix represents and clear of all liens, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold Agreement Product supplied to the Distributor hereunder shall shall: (a) conform to the Specifications Agreement Product Specifications; and (b) be manufactured, labelled, packaged and shall be free from defects tested (while in materials the possession or workmanship. Equipment supplied pursuant to Section 10 control of this Agreement is provided subject Biomatrix) in accordance with the applicable Product Approvals therefor and the applicable laws and regulations in the Territory relating to the manufacturer’s standard warrantymanufacture, labelling, packaging and testing of the Agreement Product. SUN HEREBY DISCLAIMS THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BIOMATRIX WITH RESPECT TO THE AGREEMENT PRODUCT, AND BIOMATRIX GIVES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY AND ALL OTHER WARRANTIESKIND, EXPRESS OR IMPLIED, INCLUDING OTHER THAN THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY AND MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY BIOMATRIX OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION OF THE AGREEMENT PRODUCT BY BIOMATRIX, OR THE DISTRIBUTOR'S USE OR PURPOSESALE OF THE AGREEMENT PRODUCT, OR BIOMATRIX'S AND/OR THE DISTRIBUTOR'S CONDUCT IN RELATION THERETO OR TO EACH OTHER. NO REPRESENTATIVE OF BIOMATRIX IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE FOREGOING WARRANTY IN THE EVENT OF FAILURE OF ANY PRODUCT TO CONFORM TO THE WARRANTY PROVIDED HEREINWAY. The limited warranty set forth in this Section 9.8 does not apply to any non-conformity of the Agreement Product resulting from (i) repair, SUN’S SOLE OBLIGATIONalteration, misuse, negligence, abuse, accident, mishandling or storage in an improper environment in each case by any party other than 33 Biomatrix or its Affiliates or agents or (ii) use, handling, storage or maintenance other than in accordance with the Agreement Product Specifications. Biomatrix's sole obligation with respect to units of the Agreement Product which do not meet the warranty contained herein is limited to replacement of such units of the Agreement Product, provided that the procedure set forth in Section 9.6 has been complied with. BIOMATRIX'S LIABILITY, AND GPI’S RIGHTTHE EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF THE AGREEMENT PRODUCT (WHETHER BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), SHALL BE FOR SUN STRICTLY LIMITED TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICEBIOMATRIX'S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN SECTIONS 9.6 AND 9.8 AND IN SECTION 10 BELOW. IN ADDITION, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORK, DISPOSAL, RAW MATERIALS AND LABOR. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 9.6 AND 9.8 AND IN SECTION 1310 BELOW, ABOVE)BIOMATRIX SHALL HAVE NO LIABILITY, REGARDLESS OBLIGATION OR RESPONSIBILITY OF ANY KIND, IN ANY WAY OR TO ANY EXTENT, FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR LIABILITIES FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE FORM OF ACTIONAGREEMENT PRODUCT OR THE PERFORMANCE THEREOF, OR FOR ARISING IN ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL WAY IN CONNECTION WITH THE PURCHASE OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED USE OR INABILITY TO LOST PROFITS, WHETHER FORESEEABLE OR NOTUSE THE AGREEMENT PRODUCT, EVEN IF SUN BIOMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTION 10 BELOW, IN NO EVENT WHATSOEVER SHALL BIOMATRIX HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO THE DISTRIBUTOR OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE AGREEMENT PRODUCT OR ITS SALE OR USE.

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free Biomatrix represents and clear of all liens, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold Agreement Product and any Improved Agreement Product(s) supplied to the Distributor hereunder shall shall: (a) conform to the Specifications Agreement Product Specifications; and (b) be manufactured, labelled, packaged and tested (while in the possession or control of Biomatrix) in accordance with the applicable Product License Approvals therefor and all applicable laws and regulations in the Territory relating to the manufacture, labelling, packaging and testing of the Agreement Product, and shall be free from defects manufactured for use for the indications specified in materials or workmanshipthe applicable Product License Approvals therefor. Equipment supplied pursuant to Section 10 of this Agreement is provided subject to the manufacturer’s standard warranty. SUN HEREBY DISCLAIMS THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BIOMATRIX WITH RESPECT TO THE AGREEMENT PRODUCT, AND BIOMATRIX GIVES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY AND ALL OTHER WARRANTIESKIND, EXPRESS OR IMPLIED, INCLUDING OTHER THAN THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY AND MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY BIOMATRIX OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION OF THE AGREEMENT PRODUCT BY BIOMATRIX, OR THE DISTRIBUTOR'S (OR ITS AFFILIATES' OR SUBDISTRIBUTORS') USE OR PURPOSESALE OF THE AGREEMENT PRODUCT, OR BIOMATRIX'S AND/OR THE DISTRIBUTOR'S (OR ITS AFFILIATES' OR SUBDISTRIBUTORS') CONDUCT IN RELATION THERETO OR TO EACH OTHER. NO REPRESENTATIVE OF BIOMATRIX IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE FOREGOING WARRANTY IN THE EVENT OF FAILURE OF ANY PRODUCT TO CONFORM TO THE WARRANTY PROVIDED HEREINWAY. The limited warranty set forth in this Section 7.9 does not apply to any non-conformity of the Agreement Product or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Biomatrix or its Affiliates, SUN’S SOLE OBLIGATION(b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any party other than Biomatrix or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Biomatrix or its Affiliates. Biomatrix's obligation with respect to units of the Agreement Product and any Improved Agreement Product(s) which do not meet the warranty contained herein is limited to replacement of such units of the Agreement Product or Improved Agreement Product(s) as applicable, provided that such units are returned to Biomatrix accompanied by a reasonably detailed statement of the claimed defect or non-conformity and proof of date of purchase, and packed and shipped according to instructions provided by Biomatrix, and only if, upon examination by Biomatrix, such units of the Agreement Product or the Improved Agreement Product(s) are determined to have been defective under the terms of this Agreement. BIOMATRIX'S LIABILITY, AND GPI’S RIGHTTHE EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF THE AGREEMENT PRODUCT AND ANY IMPROVED AGREEMENT PRODUCT(S) (WHETHER BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), SHALL BE FOR SUN STRICTLY LIMITED TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICEBIOMATRIX'S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS SECTION 7.9 AND IN SECTION 9 BELOW. IN ADDITION, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORK, DISPOSAL, RAW MATERIALS AND LABOR. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 137.9 AND IN SECTION 9 BELOW, ABOVE)BIOMATRIX SHALL HAVE NO LIABILITY, REGARDLESS OBLIGATION OR RESPONSIBILITY OF ANY KIND, IN ANY WAY OR TO ANY EXTENT, FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR LIABILITIES FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE FORM OF ACTIONAGREEMENT PRODUCT AND ANY IMPROVED AGREEMENT PRODUCT(S) OR THE PERFORMANCE THEREOF, OR FOR ARISING IN ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL WAY IN CONNECTION WITH THE PURCHASE OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED USE OR INABILITY TO LOST PROFITS, WHETHER FORESEEABLE USE THE AGREEMENT PRODUCT OR NOTANY IMPROVED AGREEMENT PRODUCT(S), EVEN IF SUN BIOMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WHATSOEVER SHALL BIOMATRIX HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE AGREEMENT PRODUCT OR ANY IMPROVED AGREEMENT PRODUCT(S) OR THEIR SALE OR USE.

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free and clear of all liens7.1.1. GIASPACE WARRANTS FOR A PERIOD OF THIRTY (30) DAYS ONLY THAT THE SERVICES WILL SUBSTANTIALLY CONFORM TO THE DELIVERABLES SPECIFIED IN THE APPLICABLE ACCEPTED ORDER(S) AND WILL BE PERFORMED IN ACCORDANCE WITH GENERALLY APPLICABLE INDUSTRY STANDARDS (THE “LIMITED WARRANTY PERIOD”). THEREAFTER, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold hereunder shall conform to the Specifications and shall be free from defects in materials or workmanship. Equipment supplied pursuant to Section 10 of this Agreement is provided subject to the manufacturer’s standard warranty. SUN HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIESTHE SERVICES SHALL CARRY NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICES IS “AS IS” AND AT YOUR SOLE RISK. EXCEPT AS SET FORTH HEREIN, GIASPACE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, ORAL OR WRITTEN, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND MERCHANTABILITY, FITNESS FOR A PARTICULAR USE PURPOSE AND NON-INFRINGEMENT. YOU HEREBY AGREE THAT THE TERMS OF THIS AGREEMENT WILL NOT BE ALTERED DUE TO CUSTOM OR PURPOSEUSAGE OR DUE TO THE PARTIES’ COURSE OF DEALING OR COURSE OF PERFORMANCE UNDER THIS AGREEMENT. WITHOUT LIMITING OR ALTERING THE LIMITED WARRANTY ABOVE, YOU ACKNOWLEDGE AND AGREE THAT GIASPACE DOES NOT WARRANT THAT THE SERVICES, ACCESS TO THE HOSTED SERVERS OR ANY DELIVERABLES WILL MEET ANY OF YOUR REQUIREMENTS NOT SET FORTH IN AN ACCEPTED ORDER, THAT ANY SERVICES, ACCESS TO THE HOSTED SERVERS OR ANY DELIVERABLES WILL OPERATE IN THE EVENT OF FAILURE COMBINATIONS THAT YOU MAY SELECT FOR USE, THAT THE OPERATION OF ANY PRODUCT TO CONFORM SERVICES, ACCESS TO THE HOSTED SERVERS OR ANY DELIVERABLES WILL BE UNINTERRUPTED OR ERROR- FREE, OR THAT ALL ERRORS WILL BE CORRECTED. IF PRE- PRODUCTION (E.G., "ALPHA" OR "BETA") RELEASES OF SOFTWARE ARE PROVIDED TO YOU, SUCH COPIES ARE PROVIDED "AS-IS" WITHOUT WARRANTY PROVIDED HEREINOF ANY KIND. 7.1.2. GiaSpace and its successors, SUN’S SOLE OBLIGATIONassigns, AND GPI’S RIGHTshareholders, SHALL BE FOR SUN TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICEdirectors, officers, principals, trustees, stockholders, investors, partners, members, managers, parents, subsidiaries, agents, attorneys, representatives, employees, affiliates and/or affiliated companies will not be liable to You or any third party for any indirect, incidental, special, punitive or consequential damages (including but not limited to damages for lost profits, business interruption, loss of programs or information, and the like) that result or in any way arise from this Agreement including without limitation from the delivery, use or inability to use the Services, the Services not meeting Your requirements or expectations, omissions, hardware failures, translations and system wordings, functionality of filters, migration issues, interruptions, deletion of files or directories, unavailability of backups, errors, defects, delays in operation, or transmission, regardless whether GiaSpace has been advised of such damages or their possibility. IN ADDITIONGiaSpace will not be liable for any harm that may be caused by Your access to application programming interfaces or the execution or transmission of malicious code or similar occurrences, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDERincluding without limitation, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORKdisabling devices, DISPOSALdrop dead devices, RAW MATERIALS AND LABORtime bombs, trap doors, trojan horses, worms, viruses and/or any other cyber or data breach. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 13You agree that the total liability of GiaSpace and Your sole remedy for any claims regarding the Services under this Agreement, ABOVEincluding any Accepted Order(s), REGARDLESS OF THE FORM OF ACTIONor otherwise is limited to the remedies set forth in this Agreement and/or any applicable credits set forth in any Service Level Agreement. In addition and without limiting the above, OR FOR ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED TO LOST PROFITS, WHETHER FORESEEABLE OR NOT, EVEN IF SUN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGESin no case shall GiaSpace’s liability to You exceed the fees paid by You to GiaSpace in the twelve (12) months preceding the alleged breach.

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free Biomatrix represents and clear of all liens, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold Agreement Product and any Improved Agreement Product(s) supplied to the Distributor hereunder shall shall: (a) conform to the Specifications Agreement Product Specifications; and (b) be manufactured, labelled, packaged and tested (while in the possession or control of Biomatrix) in accordance with the applicable Product License Approvals therefor and all applicable laws and regulations in the Territory relating to the manufacture, labelling, packaging and testing of the Agreement Product, and shall be free from defects manufactured for use for the indications specified in materials or workmanshipthe applicable Product License Approvals therefor. Equipment supplied pursuant to Section 10 of this Agreement is provided subject to the manufacturer’s standard warranty. SUN HEREBY DISCLAIMS THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BIOMATRIX WITH RESPECT TO THE AGREEMENT PRODUCT, AND BIOMATRIX GIVES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY AND ALL OTHER WARRANTIESKIND, EXPRESS OR IMPLIED, INCLUDING OTHER THAN THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY AND MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY BIOMATRIX OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION OF THE AGREEMENT PRODUCT BY BIOMATRIX, OR THE DISTRIBUTOR'S (OR ITS AFFILIATES') USE OR PURPOSESALE OF THE AGREEMENT PRODUCT, OR BIOMATRIX'S AND/OR THE DISTRIBUTOR'S (OR ITS AFFILIATES') CONDUCT IN RELATION THERETO OR TO EACH OTHER. NO REPRESENTATIVE OF BIOMATRIX IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE FOREGOING WARRANTY IN THE EVENT OF FAILURE OF ANY PRODUCT TO CONFORM TO THE WARRANTY PROVIDED HEREINWAY. 66 -20- The limited warranty set forth in this Section 7.9 does not apply to any non-conformity of the Agreement Product or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Biomatrix or its Affiliates, SUN’S SOLE OBLIGATION(b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any party other than Biomatrix or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Biomatrix or its Affiliates. Biomatrix's obligation with respect to units of the Agreement Product and any Improved Agreement Product(s) which do not meet the warranty contained herein is limited to replacement of such units of the Agreement Product or Improved Agreement Product(s) as applicable, provided that such units are returned to Biomatrix accompanied by a reasonably detailed statement of the claimed defect or non-conformity and proof of purchase, and packed and shipped according to instructions provided by Biomatrix, and only if, upon examination by Biomatrix, such units of the Agreement Product or the Improved Agreement Product(s) are determined to have been defective under the terms of this Agreement. BIOMATRIX's LIABILITY, AND GPI’S RIGHTTHE EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF THE AGREEMENT PRODUCT AND ANY IMPROVED AGREEMENT PRODUCT(S) (WHETHER BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), SHALL BE FOR SUN STRICTLY LIMITED TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICEBIOMATRIX'S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS SECTION 7.9 AND IN SECTION 9 BELOW. IN ADDITION, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORK, DISPOSAL, RAW MATERIALS AND LABOR. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 137.9 AND IN SECTION 9 BELOW, ABOVE)BIOMATRIX SHALL HAVE NO LIABILITY, REGARDLESS OBLIGATION OR RESPONSIBILITY OF ANY KIND, IN ANY WAY OR TO ANY EXTENT, FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR LIABILITIES FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE FORM OF ACTIONAGREEMENT PRODUCT AND ANY IMPROVED AGREEMENT PRODUCT(S) OR THE PERFORMANCE THEREOF, OR FOR ARISING IN ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL WAY IN CONNECTION WITH THE PURCHASE OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED USE OR INABILITY TO LOST PROFITS, WHETHER FORESEEABLE USE THE AGREEMENT PRODUCT OR NOTANY IMPROVED AGREEMENT PRODUCT(S), EVEN IF SUN BIOMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WHATSOEVER SHALL BIOMATRIX HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE AGREEMENT PRODUCT OR ANY IMPROVED AGREEMENT PRODUCT(S) OR THEIR SALE OR USE.

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free Biomatrix represents and clear of all liens, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold Agreement Product supplied to Syntex hereunder shall shall: (a) conform to the Specifications Agreement Product Specifications; (b) with respect to any particular country in the Territory, have a minimum shelf life at the time of shipment by Biomatrix of * of the approved shelf life as indicated in the Product License Approval for such country; provided that such approved shelf life is at least * and shall be free from defects in materials or workmanship. Equipment supplied pursuant to Section 10 of this Agreement is provided subject to the manufacturer’s standard warrantyAgreement Product being kept at all times within the temperature range specified by Biomatrix in the Agreement Product label; and (c) be manufactured, labelled, packaged, tested and stored (while in the possession or control of Biomatrix) in accordance with then-current Good Manufacturing Practices, all applicable Product License Approvals therefor and all applicable laws and regulations in the Territory relating to the manufacture, labelling, packaging, testing, and storage of the Agreement Product. SUN HEREBY DISCLAIMS THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BIOMATRIX WITH RESPECT TO THE AGREEMENT PRODUCT, AND BIOMATRIX GIVES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY AND ALL OTHER WARRANTIESKIND, EXPRESS OR IMPLIED, INCLUDING OTHER THAN THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY AND MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY BIOMATRIX OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION OF THE AGREEMENT PRODUCT BY BIOMATRIX, OR SYNTEX'S USE OR PURPOSESALE OF THE AGREEMENT PRODUCT, OR BIOMATRIX'S AND/OR SYNTEX'S CONDUCT IN RELATION THERETO OR TO EACH OTHER. NO REPRESENTATIVE OF BIOMATRIX IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE FOREGOING WARRANTY IN THE EVENT OF FAILURE OF ANY PRODUCT TO CONFORM TO THE WARRANTY PROVIDED HEREINWAY. Biomatrix's obligation with respect to units of the Agreement Product which do not meet the warranty contained herein is limited exclusively to replacement, SUN’S SOLE OBLIGATIONor, at Biomatrix's option, to a refund of the actual landed cost to Syntex of such units of the Agreement Product, provided that such units of the Agreement Product are returned to Biomatrix in the manner set forth in this Section 9.18, and only if, upon examination by Biomatrix, such units of the Agreement Product are determined to have been defective under the terms of this Agreement. In the event of a dispute regarding a possible defect in the Agreement Product, the parties shall resolve such dispute in accordance with the procedures set forth in Section 9.16(a). All such units of the Agreement Product shall be returned to Biomatrix at the address set forth in Section 25 of this Agreement, accompanied or preceded by a reasonably detailed statement of the claimed defect or non-conformity and proof of date of purchase, and packed and shipped according to instructions provided by Biomatrix. The shipping costs of any such returned units of the Agreement Product shall be borne by Biomatrix, unless such units are determined not to be defective under the terms of this Agreement, in which case such shipping costs shall be borne by Syntex. BIOMATRIX'S LIABILITY, AND GPI’S RIGHTTHE EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF THE AGREEMENT PRODUCT (WHETHER BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), SHALL BE FOR SUN STRICTLY LIMITED TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICEBIOMATRIX'S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS SECTION 9.18 AND IN SECTION 10 BELOW. IN ADDITION, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORK, DISPOSAL, RAW MATERIALS AND LABOR. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 139.18 AND IN SECTION 10 BELOW, ABOVE)BIOMATRIX SHALL HAVE NO LIABILITY, REGARDLESS OBLIGATION OR RESPONSIBILITY OF ANY KIND, IN ANY WAY OR TO ANY EXTENT, FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR LIABILITIES FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE FORM OF ACTIONAGREEMENT PRODUCT OR THE PERFORMANCE THEREOF, OR FOR ARISING IN ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL WAY IN CONNECTION WITH THE PURCHASE OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED USE OR INABILITY TO LOST PROFITS, WHETHER FORESEEABLE OR NOTUSE THE AGREEMENT PRODUCT, EVEN IF SUN BIOMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WHATSOEVER SHALL BIOMATRIX HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE AGREEMENT PRODUCT OR ITS SALE OR USE.

Limited Warranty; Limitation on Liability. A. Sun expressly warrants that title to all items sold to GPI under this Agreement will pass to GPI free Biomatrix represents and clear of all liens, claims, security interests or encumbrances and that no materials, equipment or supplies incorporated into any items sold to GPI hereunder will have been acquired by Sun subject to an agreement under which any interest therein or any encumbrance thereon is retained by Sun which will survive delivery to GPI. B. Sun expressly warrants that the Products sold Agreement Product and any Improved Agreement Product(s) supplied to the Distributor hereunder shall shall: (a) conform to the Specifications Agreement Product Specifications; and (b) be manufactured, labelled, packaged and tested (while in the possession or control of Biomatrix) in accordance with the applicable Product License Approvals therefor and all applicable laws and regulations in the Territory relating to the manufacture, labelling, packaging and testing of the Agreement Product, and shall be free from defects manufactured for use for the indications specified in materials or workmanshipthe applicable Product License Approvals therefor. Equipment supplied pursuant to Section 10 of this Agreement is provided subject to the manufacturer’s standard warranty. SUN HEREBY DISCLAIMS THE FOREGOING WARRANTY IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY BIOMATRIX WITH RESPECT TO THE AGREEMENT PRODUCT, AND BIOMATRIX GIVES AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY AND ALL OTHER WARRANTIESKIND, EXPRESS OR IMPLIED, INCLUDING OTHER THAN THE FOREGOING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NO IMPLIED WARRANTIES WARRANTY OF MERCHANTABILITY AND MERCHANTABILITY, NO IMPLIED WARRANTY OF FITNESS FOR A ANY PARTICULAR PURPOSE, AND NO IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE IS GIVEN OR MADE BY BIOMATRIX OR SHALL ARISE BY OR IN CONNECTION WITH ANY SALE OR PROVISION OF THE AGREEMENT PRODUCT BY BIOMATRIX, OR THE DISTRIBUTOR'S (OR ITS AFFILIATES') USE OR PURPOSESALE OF THE AGREEMENT PRODUCT, OR BIOMATRIX'S AND/OR THE DISTRIBUTOR'S (OR ITS AFFILIATES') CONDUCT IN RELATION THERETO OR TO EACH OTHER. NO REPRESENTATIVE OF BIOMATRIX IS AUTHORIZED TO GIVE OR MAKE ANY OTHER REPRESENTATION OR WARRANTY OR TO MODIFY THE FOREGOING WARRANTY IN THE EVENT OF FAILURE OF ANY PRODUCT TO CONFORM TO THE WARRANTY PROVIDED HEREINWAY. The limited warranty set forth in this Section 7.9 does not apply to any non-conformity of the Agreement Product or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Biomatrix or its Affiliates, SUN’S SOLE OBLIGATION(b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any party other than Biomatrix or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Biomatrix or its Affiliates. Biomatrix's obligation with respect to units of the Agreement Product and any Improved Agreement Product(s) which do not meet the warranty contained herein is limited to replacement of such units of the Agreement Product or Improved Agreement Product(s) as applicable, provided that such units are returned to Biomatrix accompanied by a reasonably detailed statement of the claimed defect or non-conformity and proof of purchase, and packed and shipped according to instructions provided by Biomatrix, and only if, upon examination by Biomatrix, such units of the Agreement Product or the Improved Agreement Product(s) are determined to have been defective under the terms of this Agreement. BIOMATRIX's LIABILITY, AND GPI’S RIGHTTHE EXCLUSIVE REMEDY, IN CONNECTION WITH THE SALE OR USE OF THE AGREEMENT PRODUCT AND ANY IMPROVED AGREEMENT PRODUCT(S) (WHETHER BASED ON CONTRACT, NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY), SHALL BE FOR SUN STRICTLY LIMITED TO REPLACE SUCH NON-CONFORMING PRODUCT OR REFUND THE PURCHASE PRICEBIOMATRIX'S OBLIGATIONS AS SPECIFICALLY AND EXPRESSLY PROVIDED IN THIS SECTION 7.9 AND IN SECTION 9 BELOW. IN ADDITION, SUN WILL INDEMNIFY AND HOLD HARMLESS GPI FOR DAMAGES DIRECTLY SUSTAINED OR INCURRED BY GPI RESULTING FROM A BREACH OF THE WARRANTY PROVIDED HEREUNDER, INCLUDING WITHOUT LIMITATION COSTS OF RE-WORK, DISPOSAL, RAW MATERIALS AND LABOR. IN NO EVENT SHALL SUN BE LIABLE TO GPI FOR ANY OTHER CLAIMS (EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 137.9 AND IN SECTION 9 BELOW, ABOVE)BIOMATRIX SHALL HAVE NO LIABILITY, REGARDLESS OBLIGATION OR RESPONSIBILITY OF ANY KIND, IN ANY WAY OR TO ANY EXTENT, FOR ANY DAMAGES, LOSSES, COSTS, EXPENSES OR LIABILITIES FOR ANY REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO THE FORM OF ACTIONAGREEMENT PRODUCT AND ANY IMPROVED AGREEMENT PRODUCT(S) OR THE PERFORMANCE THEREOF, OR FOR ARISING IN ANY OTHER DAMAGES WHETHER INDIRECT, INCIDENTAL, SPECIAL WAY IN CONNECTION WITH THE PURCHASE OR CONSEQUENTIAL, INCLUDING BUT NOT LIMITED USE OR INABILITY TO LOST PROFITS, WHETHER FORESEEABLE USE THE AGREEMENT PRODUCT OR NOTANY IMPROVED AGREEMENT PRODUCT(S), EVEN IF SUN BIOMATRIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WHATSOEVER SHALL BIOMATRIX HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING IN ANY WAY IN CONNECTION WITH THE AGREEMENT PRODUCT OR ANY IMPROVED AGREEMENT PRODUCT(S) OR THEIR SALE OR USE.