Common use of Materials Warranties Clause in Contracts

Materials Warranties. (a) Flextronics shall use reasonable efforts to obtain and pass through to Customer from the Materials vendor, the following provisions in a form consistent with the corresponding provisions of this Agreement, with regard to the Flextronics Controlled Materials (other than the Production Materials and Flextronics Supplied Materials for which Flextronics remains directly responsible): (i) a warranty of conformance of the Materials with the vendor’s specifications and/or with the Specifications; (ii) a warranty that the Materials will be free from defects in materials and workmanship for a period of not less than twelve (12) months; (iii) a warranty that the Materials will comply with the requirements of applicable law including safety requirements and the Environmental Regulations; and (iv) an indemnity against claims that the Materials infringe the intellectual property rights of third parties. If a third party vendor refuses to provide and permit the pass through of any of the foregoing warranties or the indemnity, Flextronics shall use commercially reasonable efforts to notify Customer in writing of such refusal, (which notice shall include sufficient detail for Customer to assess the associated risks of such refusal) prior to ordering Materials from the such third party vendor. Unless Customer instructs Flextronics in writing, within five (5) days after receipt of such notice, not to source Materials from such vendor and agrees to remove such vendor from the AVL in respect of such Materials,, Flextronics may source the applicable Materials from such vendor until instructed otherwise by Customer in writing. (b) If a third party vendor on Customer’s AVL refuses to provide to Flextronics the warranty referred to in paragraph (iii) above, in respect of compliance with the Environmental Regulations, or the indemnity referred to in paragraph (iv) above (a “Non-conforming Vendor”), and Customer refuses to allow Flextronics to acquire the materials from another third party vendor that is either (i) listed on Customer’s AVL, or (ii) meets Customers requirements for inclusion on the AVL and provides equivalent pricing, quality, performance, lead time and flexibility, then the Materials provided by the Non-conforming Vendor shall be deemed to be Customer Controlled Materials for the purposes of Sections 11(a) and (c). Alternatively Customer may elect to enter the contract directly with the Non-conforming Vendor for the supply of such Materials. (c) Flextronics shall perform standard incoming inspections of Materials for physical damage, quantity variance and conformance to purchase order upon receipt of Materials shipments. Upon request of Customer and for an additional fee to be agreed upon, Flextronics shall perform additional incoming testing and inspection and other services, in accordance with Customer’s specifications to reasonably detect whether Materials are in conformance with the warranties set out in paragraphs (i), (ii), and (iii) above. (d) without limiting Flextronics applicable inspection and testing obligations, Flextronics takes no responsibility whatsoever related to the actual compliance of the Materials with said warranties. (e) For purposes of clarification, Customer will negotiate with the applicable vendor all the terms and conditions related to the purchase of Customer Controlled Materials including the price, order lead time, warranty coverage, payment terms and minimum order quantity.

Materials Warranties. (a) Flextronics Where such are held in favour of BreconRidge, BreconRidge shall use commercially reasonable efforts to obtain and pass through to Customer from the Materials vendor, the following provisions in a form consistent with the corresponding provisions of this Agreement, with regard to the Flextronics Controlled Materials (other than the Production Materials and Flextronics BreconRidge Supplied Materials for which Flextronics BreconRidge remains directly responsible): responsible and Customer Supplied Materials : (i) a warranty of conformance of the Materials with the vendor’s specifications and/or with the Specifications; (ii) a warranty that the Materials will be free from defects in materials and workmanship for a period of not less than twelve (12) months; (iii) a warranty that the Materials will comply with the requirements of applicable law including safety requirements and the Environmental Regulations; and (iv) an indemnity against claims that the Materials infringe the intellectual property rights of third parties. If a third party vendor refuses to provide and permit the pass through of any of the foregoing warranties or the indemnity, Flextronics BreconRidge shall use commercially reasonable efforts to notify Customer in writing of such refusal, (which notice shall include sufficient detail for Customer to assess the associated risks of such refusal) prior to ordering Materials from the such third party vendor. Unless Customer instructs Flextronics BreconRidge in writing, within five (5) days Business Days after receipt of such notice, not to source Materials from such vendor and agrees to remove such vendor from the AVL in respect of such Materials,, Flextronics BreconRidge may source the applicable Materials from such vendor until instructed otherwise by Customer in writing. (b) If a third party vendor on Customer’s AVL refuses to provide to Flextronics the warranty referred to in paragraph (iii) above, in respect of compliance with the Environmental Regulations, BreconRidge or the indemnity referred to in paragraph (iv) above (a “Non-conforming Vendor”), and Customer refuses to allow Flextronics to acquire the materials from another third party vendor that is either (i) listed on Customer’s AVL, or (ii) meets Customers requirements for inclusion on the AVL and provides equivalent pricing, quality, performance, lead time and flexibility, then the Materials provided by the Non-conforming Vendor shall be deemed to be Customer Controlled Materials for the purposes of Sections 11(a) and (c). Alternatively Customer may elect to enter the contract directly with the Non-conforming Vendor for the supply of such Materials. (c) Flextronics its service provider shall perform standard incoming inspections of Materials for physical damage, quantity variance and conformance to purchase order upon receipt of Materials shipments. Upon request of Customer and for an additional fee to be agreed upon, Flextronics BreconRidge shall perform additional incoming testing and inspection and other services, in accordance with Customer’s specifications to reasonably detect whether Materials are in conformance with the warranties set out in paragraphs (i), (ii), and (iii) above. (dc) without limiting Flextronics applicable inspection and testing obligations, Flextronics takes no responsibility whatsoever related to BreconRidge shall enforce the actual compliance of the Materials with said warrantiesthird party vendor warranties contemplated above for Customer’s benefit. (e) For purposes of clarification, Customer will negotiate with the applicable vendor all the terms and conditions related to the purchase of Customer Controlled Materials including the price, order lead time, warranty coverage, payment terms and minimum order quantity.