Product Quality Guarantee. 8.1. HOKU warrants to JINKO that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) **** days after JINKO receives the Products; or (b) **** days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKO’s instructions, refund or replace, at JINKO’s sole option, any Product which does not meet the Product Specifications, and JINKO shall comply with the inspection and return goods policy described in Section 9 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKO. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission. 8.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKO’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any Party’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party has been advised of the possibility of such damages. 8.3. HOKU shall, at its own expense, indemnify and hold JINKO and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO or JINKO’s Affiliates alleging any such infringement. JINKO agrees that: (i) JINKO shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKO, or JINKO’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKO, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement (JinkoSolar Holding Co., Ltd.)
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SANYO for a period of ninety (90) days from the date the Product leaves the HOKU Facility, that the Products shall meet the Product Specifications. For each shipment, specifications set forth on Appendix 2 to this warranty shall survive for the lesser of (a) **** days after JINKO receives the Products; or (b) **** days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) Agreement (the “Warranty PeriodProduct Specifications”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000), HOKU warrants Provided that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKO’s instructions, refund or replace, at JINKO’s sole option, any Product which does not meet the Product Specifications, and JINKO shall comply SANYO complies with the inspection and return goods policy described in Section 9 below Article 8 below, HOKU shall, upon SANYO’s prompt written notification to HOKU, replace non-conforming Products with respect conforming Products, and if HOKU is unable to such Products. do so, HOKU shall be responsible refund SANYO for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying conforming Products within **** thirty (30) days after expiration HOKU’s receipt of the **** day period described in Section 9.3 belowsuch returned Products. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSANYO. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the CommissionProducts for which SANYO is responsible.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIESWARRANTIES NOT EXPLICITLY DESCRIBED IN THIS AGREEMENT, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOSANYO’s exclusive remedy for any claim arising out of HOKU’s breach of the purchase of any Product warranties set forth in Section 7.1 above is a refund or replacement, as described above. In no event shall any Party’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party has been advised of the possibility of such damages.
8.3. HOKU shall, at its own expense, indemnify and hold JINKO and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO or JINKO’s Affiliates alleging any such infringement. JINKO agrees that: (i) JINKO shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKO, or JINKO’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent7.3. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOSANYO, its past, present and future subsidiaries, affiliates, and their respective officers, agents, or employees, from and against any claims, demands, actions, proceedings, losses, damages, liabilities, costs or expenses expenses, including without limitation, reasonable attorney fees, which may arise out of HOKU’s acts or omissions or the acts sale or use of omissions of the Products provided to SANYO by XXXX.
Appears in 2 contracts
Samples: Supply Agreement (Hoku Scientific Inc), Supply Agreement (Hoku Scientific Inc)
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO TIANWEI that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification from TIANWEI, and TIANWEI’s compliance with JINKOHOKU’s instructions, refund in full, including all direct costs, or replace, at JINKOTIANWEI’s sole optionoption and at HOKU’s expense, any Product which does not meet the Product Specifications, and JINKO TIANWEI shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOTIANWEI. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOTIANWEI’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid thereforetherefor plus the direct expenses associated with the refund or replacement; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO TIANWEI and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO TIANWEI or JINKOTIANWEI’s Affiliates alleging any such infringement. JINKO TIANWEI agrees that: (i) JINKO TIANWEI shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO TIANWEI of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO TIANWEI shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOTIANWEI, or JINKOTIANWEI’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO TIANWEI shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOTIANWEI, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHXXX.
Appears in 2 contracts
Samples: Supply Agreement (Hoku Scientific Inc), Supply Agreement (Tianwei New Energy Holdings Co., LTD)
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO CUSTOMER that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOCUSTOMER’s sole option, any Product which does not meet the Product Specifications, and JINKO CUSTOMER shall comply with the inspection and return goods policy described in Section 9 0 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOCUSTOMER. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO CUSTOMER Initials & Date ___________________________ HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.___________________________
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Except as otherwise provided in Section 0 below, HOKU’s sole responsibility and JINKOCUSTOMER’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO CUSTOMER and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO CUSTOMER or JINKOCUSTOMER’s Affiliates alleging any such infringement. JINKO CUSTOMER agrees that: (i) JINKO CUSTOMER shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO CUSTOMER of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO CUSTOMER shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOCUSTOMER, or JINKOCUSTOMER’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO CUSTOMER shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOCUSTOMER, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHXXX.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SOLARFUN that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)FOB origin, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOSOLARFUN’s sole option, any Product which does not meet the Product Specifications, and JINKO SOLARFUN shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSOLARFUN. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOSOLARFUN’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SOLARFUN and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SOLARFUN or JINKOSOLARFUN’s Affiliates alleging any such infringement. JINKO SOLARFUN agrees that: (i) JINKO SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SOLARFUN of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SOLARFUN shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOSOLARFUN, or JINKOSOLARFUN’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO SOLARFUN shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOSOLARFUN, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO TIANWEI that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification from TIANWEI, and TIANWEI’s compliance with JINKOHOKU’s instructions, refund in full, including all direct costs, or replace, at JINKOTIANWEI’s sole optionoption and at HOKU’s expense, any Product which does not meet the Product Specifications, and JINKO TIANWEI shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOTIANWEI. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOTIANWEI’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid thereforetherefor plus the direct expenses associated with the refund or replacement; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO TIANWEI and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO TIANWEI or JINKOTIANWEI’s Affiliates alleging any such infringement. JINKO TIANWEI agrees that: (i) JINKO TIANWEI shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO TIANWEI of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO TIANWEI shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOTIANWEI, or JINKOTIANWEI’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO TIANWEI shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOTIANWEI, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.HOKU. TIANWEI Initials & Date AG September 14, 2008 HOKU Initials & Date DS September 14, 2008
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SOLARFUN that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)FOB origin, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOSOLARFUN’s sole option, any Product which does not meet the Product Specifications, and JINKO SOLARFUN shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSOLARFUN. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOSOLARFUN’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SOLARFUN and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SOLARFUN or JINKOSOLARFUN’s Affiliates alleging any such infringement. JINKO SOLARFUN agrees that: (i) JINKO SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SOLARFUN of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SOLARFUN shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOSOLARFUN, or JINKOSOLARFUN’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO SOLARFUN shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOSOLARFUN, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.HOKU. SOLARFUN Initials & Date WS May 13, 2008 HOKU Initials & Date DS May 13, 2008
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SUNTECH that the Products polysilicon supplied by HOKU to SUNTECH shall meet the Product Specifications. For each shipmentshipment that is shipped in a timely manner, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of applicable shipment date, and for each shipment that is not shipped in a timely manner (including, without limitation, each shipment that is shipped during a Primary Delivery Grace Period or Secondary Delivery Grace Period, as applicable), this warranty shall survive for [*] days after the Products by HOKU at EXW origin applicable shipment date (INCOTERMS 2000) (in each case, the “Warranty Period”). Upon release delivery of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)SUNTECH as set forth in Section 5.7, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or and other claims or and rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, promptly refund or replace, at JINKOSUNTECH’s sole optionoption and at HOKU’s cost, any Product polysilicon which does not meet the Product Specifications, and JINKO SUNTECH shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 belowpolysilicon. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSUNTECH. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the CommissionProducts not committed by HOKU, its Affiliates or any of its or their representatives.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOSUNTECH’s exclusive remedy for any claim arising out of a breach of the purchase warranty set forth in the first sentence of any Product Section 7.1 is a refund or replacement, as described in Section 7.1 above. In no event With respect to any such breach, HOKU shall any Party’s liability exceed the purchase price paid therefore; nor shall HOKU not be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SUNTECH, SUNTECH’s Affiliates and its Affiliates SUNTECH’s customers harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SUNTECH, SUNTECH’s customers or JINKOSUNTECH’s Affiliates alleging any such infringement. JINKO SUNTECH agrees that: (i) JINKO SUNTECH shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SUNTECH of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SUNTECH shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOSUNTECH, SUNTECH’s customer or JINKOSUNTECH’s Affiliate may be represented by counsel and SUNTECH Initials & Date /s/ZS HOKU Initials & Date /s/DS 6/13/2007 [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. participate in the defense at its own expense); and (iii) JINKO SUNTECH shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU each Party disclaims any obligation to defend or indemnify JINKOthe other Party, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXthe disclaiming Party.
Appears in 1 contract
Product Quality Guarantee. 8.1. HOKU warrants to JINKO ALEX that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** ] days after JINKO ALEX receives the Productsproducts; or (b) [**** ] days after the release of the Products products by HOKU at EXW origin (INCOTERMS 2000) (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOALEX’s instructions, refund or replace, at JINKOALEX’s sole option, any Product which does not meet the Product Specifications, and JINKO ALEX shall comply with the inspection and return goods policy described in Section 9 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products confirming products within [**** ] days after expiration of the [**** ] day period described in Section section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOALEX. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO ALEX Initials & Date /s/ JGL 2009.2.27 HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission./s/ DS 2/26/09
8.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Except as otherwise provided in Section 10.2.5 below, HOKU’s sole responsibility and JINKOALEX’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any Party’s liability exceed the purchase price paid therefore; nor shall HOKU any Party be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party has been advised of the possibility of such damages.
8.3. HOKU shall, at its own expense, indemnify and hold JINKO ALEX and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO ALEX or JINKOALEX’s Affiliates alleging any such infringement. JINKO ALEX agrees that: (i) JINKO ALEX shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO ALEX of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO ALEX shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOALEX, or JINKOALEX’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKO, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.and
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO TIANWEI that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification from TIANWEI, and TIANWEI’s compliance with JINKOHOKU’s instructions, refund in full, including all direct costs, or replace, at JINKOTIANWEI’s sole optionoption and at HOKU’s expense, any Product which does not meet the Product Specifications, and JINKO TIANWEI shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOTIANWEI. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOTIANWEI’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid thereforetherefor plus the direct expenses associated with the refund or replacement; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO TIANWEI and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any TIANWEI Initials & Date ___________________________ HOKU Initials & Date ___________________________ patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO TIANWEI or JINKOTIANWEI’s Affiliates alleging any such infringement. JINKO TIANWEI agrees that: (i) JINKO TIANWEI shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO TIANWEI of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO TIANWEI shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOTIANWEI, or JINKOTIANWEI’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO TIANWEI shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOTIANWEI, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHXXX.
Appears in 1 contract
Samples: Supply Agreement (Tianwei New Energy Holdings Co., LTD)
Product Quality Guarantee. 8.1. HOKU warrants to JINKO SUNTECH that the Products polysilicon supplied by HOKU to SUNTECH shall meet the Product Specifications. For each shipmentshipment that is shipped in a timely manner, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of applicable shipment date, and for each shipment that is not shipped in a timely manner (including, without limitation, each shipment that is shipped during a Primary Delivery Grace Period or Secondary Delivery Grace Period, as applicable), this warranty shall survive for [*] days after the Products by HOKU at EXW origin applicable shipment date (INCOTERMS 2000) (in each case, the “Warranty Period”). Upon release delivery of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)SUNTECH as set forth in Section 6.8, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or and other claims or and rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, promptly refund or replace, at JINKOSUNTECH’s sole optionoption and at HOKU’s cost, any Product polysilicon which does not meet the Product Specifications, and JINKO SUNTECH shall comply with the inspection and return goods policy described in Section 9 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 belowpolysilicon. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSUNTECH. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the ProductsProducts not committed by HOKU, its Affiliates or any of its or their representatives. JINKO SUNTECH Initials & Date ZS May 12, 2008 HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.DS May 12, 2008
8.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOSUNTECH’s exclusive remedy for any claim arising out of a breach of the purchase warranty set forth in the first sentence of any Product Section 8.1 is a refund or replacement, as described in Section 8.1 above. In no event With respect to any such breach, HOKU shall any Party’s liability exceed the purchase price paid therefore; nor shall HOKU not be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.3. HOKU shall, at its own expense, indemnify and hold JINKO SUNTECH, SUNTECH’s Affiliates and its Affiliates SUNTECH’s customers harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SUNTECH, SUNTECH’s customers or JINKOSUNTECH’s Affiliates alleging any such infringement. JINKO SUNTECH agrees that: (i) JINKO SUNTECH shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SUNTECH of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SUNTECH shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOSUNTECH, SUNTECH’s customer or JINKOSUNTECH’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO SUNTECH shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU each Party disclaims any obligation to defend or indemnify JINKOthe other Party, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXthe disclaiming Party.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SOLARFUN that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of sixty (a60) **** days after JINKO receives the Products; or (b) **** days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”"WARRANTY PERIOD"). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)FOB origin, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKO’s HOKU's instructions, refund or replace, at JINKO’s SOLARFUN's sole option, any Product which does not meet the Product Specifications, and JINKO SOLARFUN shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSOLARFUN. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s 's sole responsibility and JINKO’s SOLARFUN's exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any Party’s HOKU's liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SOLARFUN and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SOLARFUN or JINKO’s SOLARFUN's Affiliates alleging any such infringement. JINKO SOLARFUN agrees that: (i) JINKO SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SOLARFUN of HOKU’s 's financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SOLARFUN shall permit HOKU, through counsel of HOKU’s 's choice, to answer the charge of infringement and defend such suit (but JINKOSOLARFUN, or JINKO’s SOLARFUN's Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKO, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.and
Appears in 1 contract
Samples: Supply Agreement (Solarfun Power Holdings Co., Ltd.)
Product Quality Guarantee. 8.14.1. HOKU SUPPLIER warrants to JINKO HOKU that the Products shall meet the Product Specifications. For each shipmentshipment during the first Year, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of applicable delivery date, and for each shipment after the Products by HOKU at EXW origin (INCOTERMS 2000) first Year, this warranty shall survive for [*] days after the applicable delivery date (the “Warranty Period”), given that the product integrity is protected by Hoku during the product storage and use process. Upon release If Hoku stores or processes the product in a manner inconsistent with recommended industry practices (e.g. using materials of construction not recommended for the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000storage and handling of Hydrochloric Acid 22 degree), HOKU SUPPLIER warranty shall be void. SUPPLIER warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU SUPPLIER will, upon prompt notification and compliance with JINKOSUPPLIER’s instructions, refund or replace, at JINKO’s sole option, replace any Product which does not meet the Product Specifications, and JINKO HOKU shall comply with the inspection and return goods policy described in Section 9 5 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU SUPPLIER has the authority to bind HOKU SUPPLIER to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU SUPPLIER shall not be enforceable by JINKOHOKU. HOKU makes no warranty Any disagreement between the Parties regarding the Product Specifications shall be resolved by a third party testing lab that is chosen from among the labs set forth on Appendix 3 (the “Independent Labs”). If the Parties are unable to agree on which of the Independent Labs should conduct the testing, then each Party shall choose one of the Independent Labs, and those two Independent Labs shall have no obligation with respect choose a third lab to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to conduct the Productstesting. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted The results of the independent lab shall be final and filed separately binding on the Parties. All costs associated with the Commissionindependent lab testing, including, without limitation, transportation costs, and lab fees, shall be borne by the non-prevailing Party.
8.24.2. HOKU SUPPLIER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKUSUPPLIER’s sole responsibility and JINKOHOKU’s exclusive remedy for any warranty claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartySUPPLIER’s liability for breach of warranty exceed the purchase price paid thereforetherefor; nor shall HOKU SUPPLIER be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arisingarising as a result of a breach of warranty, even if the Party SUPPLIER has been advised of the possibility of such damages.
8.3. HOKU shallNone of the limitations in this paragraph, at its own expensehowever, indemnify and hold JINKO and its Affiliates harmless will prevent either party from and against exercising any expense or loss resulting from any actual or alleged infringement of any patentremedies to which they may be entitled under Section 2.4, trademark3, trade secret5, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO or JINKO’s Affiliates alleging any such infringement. JINKO agrees that: (i) JINKO shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKO8.2, or JINKO’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKO, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX8.2.5.
Appears in 1 contract
Product Quality Guarantee. 8.1. HOKU warrants to JINKO CUSTOMER that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOCUSTOMER’s sole option, any Product which does not meet the Product Specifications, and JINKO CUSTOMER shall comply with the inspection and return goods policy described in Section 9 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOCUSTOMER. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Except as otherwise provided in Section 10.2.5 below, HOKU’s sole responsibility and JINKOCUSTOMER’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.. CUSTOMER Initials & Date /s/ YIH HOKU Initials & Date /s/ DS 2 April 2009
8.3. HOKU shall, at its own expense, indemnify and hold JINKO CUSTOMER and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO CUSTOMER or JINKOCUSTOMER’s Affiliates alleging any such infringement. JINKO CUSTOMER agrees that: (i) JINKO CUSTOMER shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO CUSTOMER of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO CUSTOMER shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOCUSTOMER, or JINKOCUSTOMER’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO CUSTOMER shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOCUSTOMER, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHXXX.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO TIANWEI that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification from TIANWEI, and TIANWEI’s compliance with JINKOHOKU’s instructions, refund in full, including all direct costs, or replace, at JINKOTIANWEI’s sole optionoption and at HOKU’s expense, any Product which does not meet the Product Specifications, and JINKO TIANWEI shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOTIANWEI. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOTIANWEI’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid thereforetherefor plus the direct expenses associated with the refund or replacement; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO TIANWEI and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO TIANWEI or JINKOTIANWEI’s Affiliates alleging any such infringement. JINKO TIANWEI agrees that: (i) JINKO TIANWEI shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO TIANWEI of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO TIANWEI shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOTIANWEI, or JINKOTIANWEI’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO TIANWEI shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOTIANWEI, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.HOKU. TIANWEI Initials & Date AX Xxxxxx 0, 0000 XXXX Initials & Date DS August 4, 2008
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SOLARFUN that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)FOB origin, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOSOLARFUN’s sole option, any Product which does not meet the Product Specifications, and JINKO SOLARFUN shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSOLARFUN. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOSOLARFUN’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SOLARFUN and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SOLARFUN or JINKOSOLARFUN’s Affiliates alleging any such infringement. JINKO SOLARFUN agrees that: (i) JINKO SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SOLARFUN of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SOLARFUN shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOSOLARFUN, or JINKOSOLARFUN’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO SOLARFUN shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOSOLARFUN, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHXXX.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO KINKO that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** ] days after JINKO KINKO receives the Products; or (b) [**** ] days after the release of the Products by HOKU at EXW FOB origin (INCOTERMS 2000) (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOKINKO’s sole option, any Product which does not meet the Product Specifications, and JINKO KINKO shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying confirming Products within [**** ] days after expiration of the [**** ] day period described in Section 9.3 8.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOKINKO. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO KINKO Initials & Date __XDL July 25, 2008________ HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.__DS_________________________
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOKINKO’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO KINKO and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO KINKO or JINKOKINKO’s Affiliates alleging any such infringement. JINKO KINKO agrees that: (i) JINKO KINKO shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO KINKO of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO KINKO shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOKINKO, or JINKOKINKO’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO KINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOKINKO, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SOLARFUN that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of sixty (a60) **** days after JINKO receives the Products; or (b) **** days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”"WARRANTY PERIOD"). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)FOB origin, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKO’s HOKU's instructions, refund or replace, at JINKO’s SOLARFUN's sole option, any Product which does not meet the Product Specifications, and JINKO SOLARFUN shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSOLARFUN. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s 's sole responsibility and JINKO’s SOLARFUN's exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any Party’s HOKU's liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SOLARFUN and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SOLARFUN or JINKO’s SOLARFUN's Affiliates alleging any such infringement. JINKO SOLARFUN agrees that: (i) JINKO SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SOLARFUN of HOKU’s 's financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SOLARFUN shall permit HOKU, through counsel of HOKU’s 's choice, to answer the charge of infringement and defend such suit (but JINKOSOLARFUN, or JINKO’s SOLARFUN's Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO SOLARFUN shall give HOKU all needed information, assistance, and authority, at HOKU’s 's expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOSOLARFUN, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHOKU.
Appears in 1 contract
Samples: Supply Agreement (Solarfun Power Holdings Co., Ltd.)
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO TIANWEI that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification from TIANWEI, and TIANWEI’s compliance with JINKOHOKU’s instructions, refund in full, including all direct costs, or replace, at JINKOTIANWEI’s sole optionoption and at HOKU’s expense, any Product which does not meet the Product Specifications, and JINKO TIANWEI shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOTIANWEI. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKOTIANWEI’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid thereforetherefor plus the direct expenses associated with the refund or replacement; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.. TIANWEI Initials & Date ___________________________ HOKU Initials & Date ___________________________
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO TIANWEI and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO TIANWEI or JINKOTIANWEI’s Affiliates alleging any such infringement. JINKO TIANWEI agrees that: (i) JINKO TIANWEI shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO TIANWEI of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO TIANWEI shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOTIANWEI, or JINKOTIANWEI’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO TIANWEI shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOTIANWEI, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHXXX.
Appears in 1 contract
Product Quality Guarantee. 8.17.1. HOKU warrants to JINKO SOLARFUN that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** days after JINKO receives the Products; or (b) **** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”"WARRANTY PERIOD"). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000)FOB origin, HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKO’s HOKU's instructions, refund or replace, at JINKO’s SOLARFUN's sole option, any Product which does not meet the Product Specifications, and JINKO SOLARFUN shall comply with the inspection and return goods policy described in Section 9 8 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOSOLARFUN. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.27.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s 's sole responsibility and JINKO’s SOLARFUN's exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any Party’s HOKU's liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.37.3. HOKU shall, at its own expense, indemnify and hold JINKO SOLARFUN and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO SOLARFUN or JINKO’s SOLARFUN's Affiliates alleging any such infringement. JINKO SOLARFUN agrees that: (i) JINKO SOLARFUN shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO SOLARFUN of HOKU’s 's financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO SOLARFUN shall permit HOKU, through counsel of HOKU’s 's choice, to answer the charge of infringement and defend such suit (but JINKOSOLARFUN, or JINKO’s SOLARFUN's Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO SOLARFUN shall give HOKU all needed information, assistance, and authority, at HOKU’s 's expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOSOLARFUN, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.HOKU. SOLARFUN Initials & Date WS May 13, 2008 HOKU Initials & Date DS May 13, 2008 --------------- --------------- PAGE 6 of 21
Appears in 1 contract
Samples: Supply Agreement (Solarfun Power Holdings Co., Ltd.)
Product Quality Guarantee. 8.1. 8.1 HOKU warrants to JINKO CUSTOMER that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of seventy five (a75) **** days after JINKO receives the Products; or (b) **** days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) applicable shipment date (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW FOB origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKOHOKU’s instructions, refund or replace, at JINKOCUSTOMER’s sole option, any Product which does not meet the Product Specifications, and JINKO CUSTOMER shall comply with the inspection and return goods policy described in Section 9 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within **** days after expiration of the **** day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKOCUSTOMER. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.2. 8.2 HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS EXPRESS, IMPLIED OR IMPLIEDSTATUTORY, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Except as otherwise provided in Section 10.2.5 below, HOKU’s sole responsibility and JINKOCUSTOMER’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any PartyHOKU’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party HOKU has been advised of the possibility of such damages.
8.3. 8.3 HOKU shall, at its own expense, indemnify and hold JINKO CUSTOMER and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO CUSTOMER or JINKOCUSTOMER’s Affiliates alleging any such infringement. JINKO CUSTOMER agrees that: (i) JINKO CUSTOMER shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO CUSTOMER of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO CUSTOMER shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKOCUSTOMER, or JINKOCUSTOMER’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO CUSTOMER shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. suit In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. consent Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKOCUSTOMER, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXXHOKU.
Appears in 1 contract
Samples: Supply Agreement (Hoku Corp)
Product Quality Guarantee. 8.1. HOKU warrants to JINKO that the Products shall meet the Product Specifications. For each shipment, this warranty shall survive for the lesser of (a) [**** ] days after JINKO receives the Products; or (b) [**** ] days after the release of the Products by HOKU at EXW origin (INCOTERMS 2000) (the “Warranty Period”). Upon release of the Products to a common carrier or freight forwarder, EXW origin (INCOTERMS 2000), HOKU warrants that the Products shall be free of all liens, mortgages, encumbrances, security interests or other claims or rights. HOKU will, upon prompt notification and compliance with JINKO’s instructions, refund or replace, at JINKO’s sole option, any Product which does not meet the Product Specifications, and JINKO shall comply with the inspection and return goods policy described in Section 9 below with respect to such Products. HOKU shall be responsible for all replacement costs, including but not limited to transportation, taxes and customs charges, and, in the case of a replacement, shall use commercially reasonable efforts to replace such non-complying Products within [**** ] days after expiration of the [**** ] day period described in Section 9.3 below. No employee, agent or representative of HOKU has the authority to bind HOKU to any oral representation or warranty concerning the Products. Any oral representation or warranty made prior to the purchase of any Product and not set forth in writing and signed by a duly authorized officer of HOKU shall not be enforceable by JINKO. HOKU makes no warranty and shall have no obligation with respect to damage caused by or resulting from accident, misuse, neglect or unauthorized alterations to the Products. JINKO Initials & Date HOKU Initials & Date **** Confidential material omitted and filed separately with the Commission.
8.2. HOKU EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. HOKU’s sole responsibility and JINKO’s exclusive remedy for any claim arising out of the purchase of any Product is a refund or replacement, as described above. In no event shall any Party’s liability exceed the purchase price paid therefore; nor shall HOKU be liable for any claims, losses or damages of any individual or entity or for lost profits or any special, indirect, incidental, consequential, or exemplary damages, howsoever arising, even if the Party has been advised of the possibility of such damages.
8.3. HOKU shall, at its own expense, indemnify and hold JINKO and its Affiliates harmless from and against any expense or loss resulting from any actual or alleged infringement of any patent, trademark, trade secret, copyright, mask work or other intellectual property related to the Products, and shall defend at its own expense, including attorneys fees, any suit brought against JINKO or JINKO’s Affiliates alleging any such infringement. JINKO agrees that: (i) JINKO shall give HOKU prompt notice in writing of any such suit; (ii) if HOKU provides evidence reasonably satisfactory to JINKO of HOKU’s financial ability to defend the matter vigorously and pay any reasonably foreseeable damages, JINKO shall permit HOKU, through counsel of HOKU’s choice, to answer the charge of infringement and defend such suit (but JINKO, or JINKO’s Affiliate may be represented by counsel and participate in the defense at its own expense); and (iii) JINKO shall give HOKU all needed information, assistance, and authority, at HOKU’s expense, to enable HOKU to defend such suit. In case of a final award of damages in any such suit HOKU shall pay such award, but shall not be responsible for any settlement made without its prior consent. Except as otherwise expressly set forth herein, HOKU disclaims any obligation to defend or indemnify JINKO, its officers, agents, or employees, from any losses, damages, liabilities, costs or expenses which may arise out of the acts of omissions of XXXX.HOKU. JINKO Initials & Date /s/ XDL 09.2.26 HOKU Initials & Date /s/ DS 2/26/09
Appears in 1 contract
