Common use of Product Warranty Claims Clause in Contracts

Product Warranty Claims. If, following the Closing, Buyer receives a claim from any of its customers or any of the former customers of Seller that any of the Specified Assets or any other goods manufactured or sold by Seller prior to the Closing contain or suffer from any non-compliance with the terms or specifications of the purchase order or contract or makes any other warranty claim and, that as a result thereof, said customer has elected to either (i) reject the goods manufactured or sold by Seller, or (ii) claim a full or partial credit for the cost of such goods against any amounts owed to Buyer, then Buyer promptly shall notify Seller of such claim. Upon receipt of such notification, Seller shall have ten (10) days in which to determine whether to accept or reject each product warranty claim. If a product warranty claim is rejected by the Seller on commercially reasonable grounds, then Buyer may resolve such product warranty claim in any manner that Buyer deems necessary and appropriate under the circumstances and, to the extent that the relevant customer should obtain a valid and enforceable order from a competent court confirming that the claim is grounded and ordering Buyer to pay the customer to satisfy such product warranty, then Buyer may seek to recover its reasonable costs and expenses from Seller under and pursuant to the terms of Section 8 of this Agreement. If Seller elects to accept any product warranty claims made by customers following the Closing, Seller shall assist Buyer in the resolution of such product warranty claims as more particularly described below. Seller may elect to either (x) pay the customer for the product plus freight in exchange for returned product, if any, or (y) request that Buyer repair, remanufacture or replace the product and reimburse Buyer for Buyer’s actual costs (including depreciation costs, if any, and freight) in remanufacturing, repairing or replacing the product, less a credit for the amount of returned product based upon market value. In such a case, the Parties shall act in good faith to reach an agreement on the amount due by the Seller and the Seller shall make any such agreed reimbursement to Buyer within five (5) business days following the date of the agreement.

Product Warranty Claims. If, following the Closing, Buyer receives a claim from any of its customers or any of the former customers of Seller that any of the Specified Assets or any other goods manufactured or sold by Seller prior to the Closing contain or suffer from any non-compliance with the terms or specifications of the purchase order or contract or makes any other warranty claim and, that as a result thereof, said customer has elected to either (i) reject the goods manufactured or sold by Seller, or (ii) claim a full or partial credit for the cost of such goods against any amounts owed to Buyer, then Buyer promptly shall notify Seller of such claim. Upon receipt of such notification, Seller shall have ten (10) days in which to determine whether to accept or reject each product warranty claim. If a product warranty claim is rejected by the Seller on commercially reasonable grounds, then Buyer may resolve such product warranty claim in any manner that Buyer deems necessary and appropriate under the circumstances and, to the extent that the relevant customer should obtain a valid and enforceable order from a competent court confirming that the claim is grounded and ordering Buyer to pay the customer to satisfy such product warranty, then Buyer may seek to recover its reasonable costs and expenses from Seller under and pursuant to the terms of Section 8 9 of this Agreement. If Seller elects to accept any product warranty claims made by customers following the Closing, Seller shall assist Buyer in the resolution of such product warranty claims as more particularly described below. Seller may elect to either (x) pay the customer for the product plus freight in exchange for returned product, if any, or (y) request that Buyer repair, remanufacture or replace the product and reimburse Buyer for Buyer’s actual costs (including depreciation costs, if any, and freight) in remanufacturing, repairing or replacing the product, less a credit for the amount of returned product based upon market value. In such a case, the Parties shall act in good faith to reach an agreement on the amount due by the Seller and the Seller shall make any such agreed reimbursement to Buyer within five (5) business days following the date of the agreement.

Product Warranty Claims. If, within one year following the ClosingClosing Date, Buyer receives a claim any person who purchased merchandise from any of its customers or any of the former customers of Seller that any of the Specified Assets or any other goods manufactured or sold by Seller prior to the Closing contain or suffer from any non-compliance with the terms or specifications of the purchase order or contract or makes any other warranty claim and, that as a result thereof, said customer has elected to either Date shall (i) reject claim that such merchandise shipped by such Seller prior to the goods manufactured Closing Date was defective, nonconforming or sold by otherwise failed to meet specifications, or failed to comply with warranties of such Seller, or or (ii) otherwise assert any claim relating to a full or partial credit for breach of the cost of representations and warranties in Section 3.24 (collectively, "Product Warranty Claims"), Buyer shall be entitled to settle such goods against any amounts owed Product Warranty Claims on terms as it may determine in its reasonable discretion, acting in good faith and materially consistent with Sellers' past practices with regard to Buyersuch settlements ("Product Warranty Settlements"); provided, then however, that Buyer promptly shall notify Seller of such claim. Upon receipt of such notification, Seller shall have give Sellers and Sellers' accountant notice not less than ten (10) days in which advance of any proposed Product Warranty Settlement in excess of $5,000. Seller Parties agree to determine whether make payment within 15 days of the end of each of the first four three-month periods following the Closing Date of an amount equal to accept or reject the net loss of Buyer on account of Product Warranty Settlements made by Buyer during each product warranty claimsuch three-month period. If a product warranty claim is rejected by Buyer will notify Sellers of the amount of such net loss on the account of such Product Warranty Settlements within each such three-month period as soon as practicable after the end of each such three-month period. Seller on commercially reasonable groundsParties shall have no liability with respect to any Product Liability Claims unless, then Buyer may resolve such product warranty claim in any manner that Buyer deems necessary and appropriate under the circumstances and, only to the extent that, the net loss to Buyer on account of the Product Warranty Settlements paid by Buyer shall exceed $75,000, and Sellers shall have no liability or responsibility to Buyer hereunder with respect to any Product Warranty Claims made more than one year following the Closing Date. For this purpose, the net loss to Buyer on account of Product Warranty Settlements shall equal the amounts paid by Buyer with respect to such Settlements less the amounts received or expected to be received on resale (as seconds or otherwise) or other rebates, credits or amounts that the relevant customer should obtain a valid and enforceable order from a competent court confirming that the claim is grounded and ordering Buyer to pay the customer to satisfy such product warranty, then Buyer may seek to recover its reasonable costs and expenses from Seller under and pursuant to the terms receive as a result of Section 8 of this Agreementpaying any such Settlement. If Seller elects to accept any product warranty claims made by customers following the Closing, Seller shall assist Buyer in the resolution of such product warranty claims as more particularly described below. Seller may elect to either (x) pay the customer for the product plus freight in exchange for returned product, if any, or (y) request that Buyer repair, remanufacture or replace the product and reimburse Buyer for Buyer’s actual costs (including depreciation costs, if any, and freight) in remanufacturing, repairing or replacing the product, less a credit for the amount of returned product based upon market value. In such a case, the Parties shall act in good faith to reach an agreement maximize such amounts received on resale or other rebates, credits and amounts. Upon request of Sellers, Buyers will provide information to Sellers and their accountant to demonstrate Buyer's calculation of the amount due by the Seller and the Seller shall make any such agreed reimbursement amounts owed to Buyer pursuant to this Section 7.2(c). If, within five (5) business days following after notification thereof, Sellers and Sellers' accountant dispute the date amount owed to Buyer as calculated by Buyer or the amount of any proposed Product Warranty Settlement in excess of $5,000, the agreement.dispute will be submitted to binding arbitration as provided herein. Buyer and Seller Parties shall appoint a mutually acceptable arbitrator from a list of arbitrators recognized by the American Arbitration Association ("AAA")