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

Limited Warranty; Limitation on Liability. Genzyme represents and warrants that the Agreement Products and any Improved Agreement Product(s) supplied to the Distributor hereunder shall: (a) conform to the Agreement Product Specifications, as applicable; and (b) be manufactured, labelled, packaged and tested (while in the possession or control of Genzyme) 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 Products, and shall be manufactured for use for the indications specified in the applicable Product License Approvals therefor. The limited warranty set forth in this Section 7.9 does not apply to any non-conformity of the Agreement Products or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Genzyme or its Affiliates, (b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any party other than Genzyme or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Genzyme or its Affiliates. Genzyme’s obligation with respect to units of the Agreement Products and any Improved Agreement Product(s) which do not meet the warranty contained herein is limited to replacement of such units of the Agreement Products or Improved Agreement Product(s) as applicable, provided that such units are returned to Genzyme 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 Genzyme, and only if, upon examination by Genzyme, such units of the Agreement Products or the Improved Agreement Product(s) are determined to have been defective under the terms of this Agreement.

Limited Warranty; Limitation on Liability. Genzyme represents and 5.1 Seller warrants to the original Buyer that the Agreement Products, when delivered or shipped, and the Services, when completed, will be free from defects in material and workmanship, and will be in accordance with any applicable specifications, and that the warranty period shall commence on the date of original delivery, shipment or completion of Services and extend through two (2) year from said date. Buyer shall carefully examine the quality of the Products upon delivery or shipment and the Services upon completion, and provide Seller with a written confirmation (via email, fax or letter) of any Improved Agreement Product(svisible defect, damage, loss or shortage within two (2) supplied days of receipt of the Products, receipt of the invoice or other proof of dispatch, or completion of the Services. 5.2 Buyer has fifteen (15) days from invoice date to provide written confirmation (via email, fax or letter) of any concealed damage found upon receipt of shipment. At the Distributor request of Seller, Buyer shall authorize Seller’s employees or agents to inspect the Products and/or Services. Seller’s warranty obligations hereunder shall:are subject to Xxxxx’s timely compliance with the provisions of this Paragraph 5. 1. Seller’s liability is limited to (at its option) (a) conform to repairing, replacing, or paying for the Agreement Product Specificationsrepair or replacement of Products that prove defective in material and/or workmanship, as applicable; and and/or do not perform in accordance with applicable specifications and (b) be manufactured, labelled, packaged and tested (while in the possession or control of Genzyme) carrying out any Services that it failed to perform in accordance with the applicable Product License Approvals therefor and all applicable laws and regulations Order (in each case as determined by Seller). Where Seller agrees to repair or replace, or have repaired or replaced, Products or correct the defect in the Territory relating Services, any time specified for delivery or completion in the Order will be extended for such period as Seller may reasonably require. 5.3 Where the Products and Services are in accordance with Buyer’s specifications, then responsibility for the design and feasibility of such specifications is that of the Buyer. Buyer agrees that Seller shall not be liable under any warranty applicable to the manufactureProducts or Services or for any nonconformity in the Products or Services if Buyer’s specifications are faulty or improper. Xxxxx will indemnify Seller against any infringement of intellectual property rights, labellingand the associated losses, packaging damages and testing of expenses, including attorneys fees, in this or any other country arising from its faulty or improper specifications. 5.4 As a condition to the Agreement Productswarranty provided for herein, Buyer shall prepay the shipping charges for all Products returned to Seller for repair and shall be manufactured responsible for use all insurance, packing, crating, handling and other transportation costs in connection therewith. Unless otherwise agreed to in writing by Seller, when any Product is returned to Seller for the indications specified repair, Buyer shall be responsible for all damages resulting from improper packing, crating or handling, and for any loss in transit, notwithstanding any defect or nonconformity in the applicable Product License Approvals thereforProduct. The limited warranty set forth in this Section 7.9 does not apply Seller will pay the return shipping charges to any non-conformity of the Agreement Products or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Genzyme or its Affiliates, (b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any party other than Genzyme or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Genzyme or its Affiliates. Genzyme’s obligation Buyer with respect to units Products that prove to be defective in material and/or workmanship (in each case as determined by Seller). 5.5 If, in Seller’s sole judgment, a repair or replacement requires on-site evaluation or service by Seller’s representatives, the costs of travel, lodging and meals of Seller’s representatives shall be at Buyer’s expense. 5.6 This Warranty is exclusive and in lieu of any and all other warranties, express or implied, in law or in fact, orally or in writing, including, without limitation, the implied warranties of merchantability and of fitness for a particular purpose. 5.7 Voiding of Warranty will occur if any of the Agreement Products below actions are taken: abuse, alteration, customer abuse / misuse, neglect, Acts of God and any Improved Agreement Product(sfailure to use product(s) which do not meet the warranty contained herein is limited under normal operating conditions or within respective specified ratings. Failure to replacement of such units of the Agreement Products or Improved Agreement Product(suse product(s) as applicable, provided that such units are returned to Genzyme accompanied by a reasonably detailed statement of the claimed defect or non-conformity and proof of purchase, and packed and shipped according to operating instructions provided by GenzymeSeller. Lack of routine care and maintenance or taking proper precautions as indicated in operational or maintenance instructions. Any attempts made to repair, dismantle, alter, modify, replace or attempt to do the same by any person other than an Authorized Representative of Seller, without prior written authorization by Seller, voids this warranty in its entirety and only ifSeller shall have no further obligations to Buyer under any warranty of any kind whatsoever. 5.8 Seller’s Aggregate Liability in damages or otherwise shall not exceed the payment, upon examination if any, received by GenzymeSeller for the unit of product or service furnished or to be furnished, such units as the case may be, which is the subject of the Agreement Products Claimant dispute. In no event shall Seller be liable, whether in contract, in tort, under warranty, in negligence or otherwise, for loss of use, interruption of business, lost profits, or incidental, consequential, punitive of special damages of any kind whatsoever, how so ever caused even if Seller has been advised of the Improved Agreement Product(spossibility of such damages. Seller is not responsible for any consequential or other damage to any peripheral equipment resulting for the use of products. The misuse or mis-application of Seller equipment is not covered under warranty. The price stated for the products and/or services is based upon and in consideration for limiting Seller’s liability as herein provided. 5.9 Warranty policy as outlined in sections 5.1 through 5.8 is not applicable to all Tensator item(s). Specific item(s) such as but not limited to all electronic item(s) have warranties that are determined to have been defective under the terms of not addressed in this Agreementstandard policy.

Limited Warranty; Limitation on Liability. Genzyme Biomatrix represents and warrants that the Agreement Products Product and any Improved Agreement Product(s) supplied to the Distributor hereunder shall: (a) conform to the Agreement Product Specifications, as applicable; and (b) be manufactured, labelled, packaged and tested (while in the possession or control of GenzymeBiomatrix) 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 ProductsProduct, and shall be manufactured for use for the indications specified in the applicable Product License Approvals therefor. The limited warranty set forth in this Section 7.9 does not apply to any non-conformity of the Agreement Products Product or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Genzyme Biomatrix or its Affiliates, (b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any party other than Genzyme Biomatrix or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Genzyme Biomatrix or its Affiliates. Genzyme’s Biomatrix's obligation with respect to units of the Agreement Products 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 Products Product or Improved Agreement Product(s) as applicable, provided that such units are returned to Genzyme 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 GenzymeBiomatrix, and only if, upon examination by GenzymeBiomatrix, such units of the Agreement Products Product or the Improved Agreement Product(s) are determined to have been defective under the terms of this Agreement.

Limited Warranty; Limitation on Liability. Genzyme Biomatrix represents and warrants that the Agreement Products Product and any Improved Agreement Product(s) supplied to the Distributor hereunder shall: (a) conform to the Agreement Product Specifications, as applicable; and (b) be manufactured, labelled, packaged and tested (while in the possession or control of GenzymeBiomatrix) 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 ProductsProduct, and shall be manufactured for use for the indications specified in the applicable Product License Approvals therefor. The limited warranty set forth in this Section 7.9 does not apply to any non-conformity of the Agreement Products Product or any Improved Agreement Product(s) resulting from (a) repair or alteration by any party other than Genzyme Biomatrix or its Affiliates, . (b) misuse, negligence, abuse, accident, mishandling or storage in an improper environment by any an party other than Genzyme Biomatrix or its Affiliates, or (c) use, handling, storage or maintenance other than in accordance with instructions and recommendations provided by Genzyme Biomatrix or its Affiliates. Genzyme’s Biomatrix's obligation with respect to units of the Agreement Products 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 Products Product or Improved Agreement Product(s) as applicable, provided that such units are returned to Genzyme 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 GenzymeBiomatrix, and only if, upon examination by GenzymeBiomatrix, such units of the Agreement Products Product or the Improved Agreement Product(s) are determined to have been defective under the terms of this Agreement.