Common use of Product Warranties Clause in Contracts

Product Warranties. Notwithstanding anything to the contrary, Supplier represents and warrants that at all times: (i) for a period of [*] in accordance with the Products shall operate in all specifications and requirements in this Attachment. Those Products that do not conform to this or any Other Product warranties shall, at IBM's option, be repaired or replaced (or the purchase price paid shall be credited or refunded) by Supplier within [*] of IBM's notification to Supplier, and Supplier agrees to reimburse IBM for all costs associated with such repair or replacement of Products; (ii) for Products that have a defect rate of [*](Epidemic Defect Rate), Supplier shall, at IBM's option and within 5 Days of IBM's notification to Supplier, repair or replace all Products (or, if IBM elects, the purchase price paid shall be credited or refunded) and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM, IBM subsidiaries, and its and their distributors and end users; (iii) Supplier shall, at IBM's option and within [*] of IBM's notification to Supplier, repair or replace Products (or the purchase price paid shall be credited or refunded) that are part of products that IBM, in its discretion, has recalled or provided other corrective actions for safety reasons associated with the Products, and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM. IBM subsidiaries, and its and their distributors and end users; (iv) any combination of the Products with other programs or products do not infringe any patent of a third party; (v) Supplier has, will maintain, and will submit to IBM, written evidence of the certifications and approvals specified in this Attachment for all Products, and that * CONFIDENTIAL TREATMENT REQUESTED Supplier will affix all required labels regarding such certifications and approvals on the appropriate area of each Product and packaging. The warranties in this Subsection 2.1 shall be considered to be part of the warranties in Subsection 6.1 of the Agreement and supplement any other warranties in Section 6.0.

Product Warranties. Notwithstanding anything to the contrary, Supplier LSI represents and warrants that at all times: : (i) for a period of [*] from Product delivery to IBM, the Product shall operate (a) in accordance with the Products shall operate in all specifications and requirements in this Attachment, and be free from defects in design, material, and workmanship, (b) in accordance with the uses as contemplated by the Agreement (including this Attachment), including those validated by completion of IBM's [*], and (c) in or with IBM product offerings. Those Products that do not conform to this or any Other other Product warranties shall, at IBM's option, be repaired or replaced (by LSI within [*] of IBM's notification to LSI. However, for situations involving non-conformance prior to IBM's delivery of its Product to IBM's customers and resellers, LSI shall replace the non-conforming Product with a new conforming Product within [*]. If repair or replacement is not reasonably feasible, then the purchase price paid shall be credited or refunded; (ii) for Products that either have: (a) Dead on Arrival (DOA performance is determined by Supplier dividing the number of defects by the number of systems installed by dealers and or customers) [*] of total Products purchased; (b) an epidemic defect rate of [*] of Products purchased with the same date code; (c) [*] of total Products purchased that contain defects related to the same root cause which has been determined and mutually agreed by both Parties; or (d) for Products that IBM has recalled or otherwise returned for safety reasons, LSI shall, at IBM's option within [*] of IBM's notification to SupplierLSI, and Supplier agrees to reimburse IBM for repair and/or replace all costs associated with such Products within affected manufacturing lots. If the parties agree that repair or replacement of Products; (ii) for Products that have a defect rate of [*](Epidemic Defect Rate)is not reasonably feasible, Supplier shall, at IBM's option and within 5 Days of IBM's notification to Supplier, repair or replace all Products (or, if IBM elects, then the purchase price paid shall be credited or refunded) and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM, IBM subsidiaries, and its and their distributors and end users; (iii) Supplier shall, at IBM's option LSI will maintain and within [*] of IBM's notification to Supplier, repair or replace Products (or the purchase price paid shall be credited or refunded) that are part of products that IBM, in its discretion, has recalled or provided other corrective actions for safety reasons associated with the Products, and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM. IBM subsidiaries, and its and their distributors and end users; (iv) any combination of the Products with other programs or products do not infringe any patent of a third party; (v) Supplier has, will maintain, and will submit to IBM, written evidence of the certifications and approvals specified addressed in this Attachment for all Products, and that * CONFIDENTIAL TREATMENT REQUESTED Supplier LSI will affix all required labels regarding such certifications and approvals on the appropriate area of each Product and packaging; (iv) when used in accordance with its associated documentation, the Products purchased under this Attachment are Year 2000 ready such that they are capable of correctly processing, providing, receiving and displaying date data, as well as exchanging accurate date data within and between the twentieth and twenty-first century, provided all other products (software, hardware and firmware) used with the Products properly exchange accurate date data with it. The warranties in this Subsection 2.1 3.3 shall be considered to be part of the warranties in Subsection 6.1 of the Agreement and supplement any other warranties in Section 6.06.0 of the Agreement.

Product Warranties. Notwithstanding anything Purchaser will accept returns of products of the Business shipped by the Selling Entities on and prior to the contrarydate hereof, Supplier represents and warrants that at all times: (i) for a period of [*] or which constitute finished goods inventory on the date hereof, which are defective or which fail to conform to the customer's order in accordance with the Products shall operate in all specifications and requirements following provisions (but Purchaser does not hereby assume any liability to any third party claimant or, except as provided in this AttachmentSection 6.7, to Sellers). Those Products that do not Purchaser shall notify Sellers of each such return, specifying the customers, products and shipment orders involved and stating whether any consequential damages are claimed to have been suffered. If such products are defective or fail to conform to this or any Other Product warranties the customer's order, Purchaser shall, at IBM's its option, be repaired repair or replaced (replace the defective or nonconforming products in accordance with the purchase price paid shall be credited Selling Entities' practices in effect at the time of shipment. Purchaser will repair, rather than replace, such products whenever it is economically and technically practical to do so. To the extent that the costs incurred by Purchaser to repair or refunded) replace such products exceed any reserve for returns set forth on the Interim Financial Statements, the costs and expenses incurred by Supplier within [*] of IBM's notification Purchaser with respect to Supplier, and Supplier agrees to reimburse IBM for all costs associated with such repair or replacement (which costs shall include (a) in the case of Productsrepair, Purchaser's direct costs therefor, an allocable share of manufacturing and general and administrative overhead, and shipping costs from and to the customer; and (iib) in the case of replacement, Purchaser's direct manufacturing cost for Products that have the replaced item, including an allocable share of manufacturing and general and administrative overhead in connection therewith, and shipping costs to and from the customer) shall be treated as a defect rate claim for indemnification subject to the limitations on Sellers' indemnification obligations set forth in Section 8.3(f) hereof. Payments with respect to products which can be resold by Purchaser shall be made to Sellers not later than thirty (30) days after the date of [*]resale. Sellers shall reimburse Purchaser for its reasonable out-of-pocket costs (Epidemic Defect Rate), Supplier shall, at IBM's option including freight out) of handling and within 5 Days disposing of IBM's notification to Supplier, such defective or nonconforming products which are unsuitable for repair or replace sale to other customers. At Sellers' request, Purchaser shall provide Sellers with all Products (or, if IBM elects, the purchase price paid shall reasonable information and documentation in Purchaser's possession that would be credited or refunded) and Supplier shall, at IBM's option, reimburse IBM for all costs associated helpful to Sellers in filing damage claims with any shipper of such repair or replacement of Products of IBM, IBM subsidiaries, and its and their distributors and end users; (iii) Supplier shall, at IBM's option and within [*] of IBM's notification to Supplier, repair or replace Products (or the purchase price paid shall be credited or refunded) that are part of products that IBM, in its discretion, has recalled or provided other corrective actions for safety reasons associated with the Products, and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM. IBM subsidiaries, and its and their distributors and end users; (iv) any combination of the Products with other programs or products do not infringe any patent of a third party; (v) Supplier has, will maintain, and will submit to IBM, written evidence of the certifications and approvals specified in this Attachment for all Products, and that * CONFIDENTIAL TREATMENT REQUESTED Supplier will affix all required labels regarding such certifications and approvals on the appropriate area of each Product and packaging. The warranties in this Subsection 2.1 shall be considered to be part of the warranties in Subsection 6.1 of the Agreement and supplement any other warranties in Section 6.0products.

Product Warranties. Notwithstanding anything to the contrary, Supplier represents and warrants that at all times: : (i) for a period of [*] in accordance with (CONFIDENTIAL TREATMENT REQUESTED), the Products shall operate (a) in accordance with all specifications and requirements in this Attachment, (b) in accordance with IBM's intended use of the Products, and (c) in or with IBM's products (including but not limited to system units, peripherals, application software and operating systems). Those Products that do not conform to this or any Other other Product warranties shall, at IBM's option, be repaired or replaced (or the purchase purchased price paid shall be credited or refunded) by Supplier within [*] (CONFIDENTIAL TREATMENT REQUESTED) of IBM's notification to Supplier, and Supplier agrees to reimburse IBM for all costs associated with such repair or replacement of Products; (ii) for Products that have a defect rate of [*](CONFIDENTIAL TREATMENT REQUESTED) of total Products purchased (Epidemic Defect Rate), Supplier shall, at IBM's option and within 5 Days (CONFIDENTIAL TREATMENT REQUESTED) of IBM's notification to Supplier, repair or replace all Products (or, if IBM elects, the purchase price paid shall be credited or refunded) and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products products of IBM, IBM subsidiaries, and its and their distributors and end users; (iii) Supplier shall, at IBM's option and within [*] (CONFIDENTIAL TREATMENT REQUESTED) of IBM's notification to Supplier, repair or replace Products (or the purchase price paid shall be credited or refunded) that are part of products that IBM, in its discretion, has recalled or provided other corrective actions for safety reasons associated with the Products, and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM. , IBM subsidiaries, and its and their distributors and end users; (iv) any combination of the Products with other programs or products do not infringe any patent of a third party; (v) Supplier has, will maintain, and will submit to IBM, written evidence of the certifications and approvals specified in this Attachment for all Products, and that * CONFIDENTIAL TREATMENT REQUESTED Supplier will affix all required labels regarding such certifications and approvals on the appropriate area of each Product and packaging. The warranties in this Subsection 2.1 shall be considered to be part of the warranties in Subsection 6.1 of the Agreement and supplement any other warranties in Section 6.0.

Product Warranties. Notwithstanding anything to the contrary, Supplier represents and (a) Seller warrants that at all times: the Products (i) for a period of [*] in accordance with the Products shall operate in all specifications and requirements in this Attachment. Those Products that do not conform to this the specifications, drawings, samples or any Other Product warranties shall, at IBM's option, be repaired other description furnished or replaced (or the purchase price paid shall be credited or refunded) specified by Supplier within [*] of IBM's notification to Supplier, and Supplier agrees to reimburse IBM for all costs associated with such repair or replacement of ProductsBuyer; (ii) for Products that have a defect rate of [*](Epidemic Defect Rate), Supplier shall, at IBM's option and within 5 Days of IBM's notification to Supplier, repair or replace all Products (or, if IBM elects, the purchase price paid shall be credited or refunded) merchantable and Supplier shall, at IBM's option, reimburse IBM fit for all costs associated with such repair or replacement of Products of IBM, IBM subsidiaries, and its and their distributors and end usersBuyer’s intended purpose; (iii) Supplier shall, at IBM's option and within [*] of IBM's notification to Supplier, repair or replace Products (or the purchase price paid shall be credited or refunded) that free from all defects, including defects in materials and workmanship, and, to the extent the Products are part of products that IBMdesigned by Seller, Seller warrants the Products shall be free from defects in its discretion, has recalled or provided other corrective actions for safety reasons associated with the Products, and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM. IBM subsidiaries, and its and their distributors and end usersdesign; (iv) any combination shall conform with all representations, descriptions, samples, drawings, plans, specifications, designs and other data supplied by Seller or listed on the front side of the Products with other programs or products do not infringe any patent of a third partythis Order; (v) Supplier hasshall be delivered free and clear of any liens and with good title conveyed by Seller to Buyer; and (vi) shall comply in all material respect with all applicable laws (collectively, will maintainthe “Warranty”). The Warranty is in addition to those warranties available to Buyer by law, if any. Buyer’s inspection, approval of a sample, acceptance or payment for the Products shall not constitute a waiver, exclusion or modification of the Warranty. In addition to all other remedies which Buyer may have under this Order or applicable law, Buyer may, at Seller’s expense, require Seller to promptly accomplish any correction, repair, replacement, or retrofit which may be required to make the nonconforming Products conform to the Warranty, all without change to the price and without additional cost to Buyer. Removal and reinstallation costs and testing costs related to the replacement or repair of the nonconforming Products shall be paid by Seller. In the event Buyer supplies its customer with a replacement for nonconforming Products in order to expedite a repair, replacement or retrofit, Seller shall provide Buyer with a credit for the full price of the Products supplied by Buyer. Without limiting the generality of the foregoing: In the event that any Product defect (i) causes damage to warranted Products, or (ii) renders warranted Products unserviceable, or (ii) directly causes damage to any other part within the equipment in which the Products were installed (“Resultant Damage”), then Seller shall, at Seller's option and expense, correct or procure the correction or replacement of any such damaged or unserviceable Products and Resultant Damage to the condition it was in at the time the damage occurred. If Buyer returns Products pursuant to a warranty claim, the delivery shall be EXW Buyer’s facility (lncoterms 2010, as if Buyer were a seller). Delivery to Buyer of a repaired or replacement Product shall be DDP (lncoterms 2010, as if Seller were a seller) to the destination designated by Buyer. Title and risk of loss for the replacement Products shall pass upon delivery of the replacement Products. Seller authorizes Buyer to offer the terms of this Warranty to Buyer’s customers and to buyers or lessees/sub- lessees or other operators of aircraft on which the Product is installed. During the work to satisfy any Warranty claim to correct Product deficiencies or address performance issues required to meet the applicable specifications, requirements, processes, and will submit to IBM, written evidence provisions of the certifications and approvals documents specified in this Attachment for all ProductsOrder, and that * CONFIDENTIAL TREATMENT REQUESTED Supplier will affix all or as required labels regarding such certifications and approvals on the appropriate area of each Product and packaging. The warranties in this Subsection 2.1 to comply with applicable law, shall be considered incorporated at no charge to Buyer. (b) The Seller agrees that Products furnished under this Order shall be part covered by the most favorable commercial warranty the Seller gives to any customer for such Products. (c) The Warranty shall survive Buyer’s acceptance, use and/or payment and shall run to Buyer and its customers. (d) Buyer’s review or approval of any samples, drawings, specifications or other data developed by Seller in connection with this Order will not limit Seller’s responsibility under the warranties Warranty or alter the cost, rate of output or delivery requirement of this Order. (e) Buyer’s specifications and requirements take precedence over industry standards. Seller will advise Buyer in Subsection 6.1 of the Agreement and supplement any other warranties in Section 6.0writing if Buyer’s specifications or requirements are not as extensive as industry standards.

Product Warranties. Notwithstanding anything to the contrary, a. Supplier represents and warrants that at all times: each Product shall: (i) be free and clear of all liens and encumbrances; (ii) be merchantable; (iii) be free of defects in design, materials, workmanship, packaging, labeling and tagging, and include all necessary warnings and safety devices; (iv) meet Supplier's specifications and all applicable industry standards and building code requirements for a period the Product, as in effect at the time of [*] Product shipment; (v) meet any specifications for the Product agreed to in accordance writing by BlueLinx to Supplier; (vi) comply in all material respects with the Products claims, representations and warranties made in the Product Literature; and (Vii) be equivalent in design, materials, quality, finish, workmanship and performance to any samples, designs or drawings submitted to and approved by BlueLinx. In no event shall operate BlueLinx be deemed to have warranted any Product in all specifications and requirements in this Attachment. Those Products that do not conform to this or any Other Product warranties shall, at IBM's option, be repaired or replaced (or the purchase price paid respect. b. Supplier shall be credited or refunded) by Supplier within [*] of IBM's notification to Supplierresponsible for handling all Product claims, and Supplier agrees to reimburse IBM for all costs associated with such repair claims, and shall defend, indemnify and hold BlueLinx harmless against any liability or replacement expense related thereto in accordance with Section 9; provided, however, that notwithstanding the foregoing, in no event shall Supplier be liable or responsible for, or indemnify or hold BlueLinx harmless against, any liability or expense relating to or resulting from Products not having been properly stored, transported, handled, , or maintained by BlueLinx. If Supplier fails to reimburse BlueLinx for sums paid and Products provided by BlueLinx to resolve Product claims in accordance with the foregoing within thirty (30) days after receipt of Products; (ii) a written request for Products that have a defect rate such reimbursement providing in reasonable detail facts and information relating to such Product claim and request for reimbursement, then BlueLinx may elect to deduct the undisputed amount of [*](Epidemic Defect Rate)such reimbursement claim from payments made to Supplier. When reasonably requested by BlueLinx, Supplier shallshall provide information about the warranty, at IBM's option claims and within 5 Days of IBM's notification litigation history for any Product. If Supplier fails to promptly reimburse BlueLinx for sums paid and Products provided by BlueLinx to resolve Product claims, then BlueLinx may elect to make appropriate deductions for such items from payments made to Supplier. When requested by BlueLinx, repair or replace all Products (orSupplier shall provide information about the warranty, if IBM elects, the purchase price paid shall be credited or refunded) claims and Supplier shall, at IBM's option, reimburse IBM litigation history for all costs associated with such repair or replacement of Products of IBM, IBM subsidiaries, and its and their distributors and end users; (iii) Supplier shall, at IBM's option and within [*] of IBM's notification to Supplier, repair or replace Products (or the purchase price paid shall be credited or refunded) that are part of products that IBM, in its discretion, has recalled or provided other corrective actions for safety reasons associated with the Products, and Supplier shall, at IBM's option, reimburse IBM for all costs associated with such repair or replacement of Products of IBM. IBM subsidiaries, and its and their distributors and end users; (iv) any combination of the Products with other programs or products do not infringe any patent of a third party; (v) Supplier has, will maintain, and will submit to IBM, written evidence of the certifications and approvals specified in this Attachment for all Products, and that * CONFIDENTIAL TREATMENT REQUESTED Supplier will affix all required labels regarding such certifications and approvals on the appropriate area of each Product and packaging. The warranties in this Subsection 2.1 shall be considered to be part of the warranties in Subsection 6.1 of the Agreement and supplement any other warranties in Section 6.0Product.