PRODUCT WARRANTY OBLIGATIONS. 5.1. CONTRACTOR hereby warrants to COMPANY as follows with respect to each Product (as defined in Work Orders with respect to a Project) supplied hereunder and each Work Product:
(i) Validated Process or Validated Tests — Product shall conform to the mutually agreed upon Specification(s) with respect to the Project as defined in the relevant Work Order and its amendments and subject to the terms in Sections 5.2, 5.3 and 5.4. For clarity, it is a material breach of warranty if a Validated Process is demonstrated to cause a Product to be out of Specification. Any deficiencies in the Product resulting from CONTRACTOR's compliance with the COMPANY's instructions, specifications and processes shall be the responsibility of COMPANY. The COMPANY acknowledges and agrees that should the Product meet Specifications and so long as CONTRACTOR performs the Services substantially in accordance with the Work Order (“substantially” means that there may be minor deviations that cannot be demonstrated to have caused the Product to be out of the Specifications for the Product), this Agreement, the applicable Quality Agreement and all applicable laws, regulatory and governmental requirements mutually agreed by the Parties, that COMPANY is obligated to pay for the Services performed;
(ii) Conformity with Laws — Each Product and Work Product conforms to applicable laws, regulatory and governmental requirements;
(iii) Free from Defects — Each Product and Work Product is free from any defects in workmanship or materials. In the case of materials, CONTRACTOR shall verify that all materials comply with the applicable Specifications prior to use; and
(iv) Industry Standards — Each Product and Work Product conforms to generally accepted industry standards.
5.2. Unvalidated Processes or Test Methods — CONTRACTOR does not warrant that Product shall be within specification for unvalidated processes or tests. COMPANY acknowledges and agrees that should the (unvalidated) Product fail to meet Specifications, but so long as CONTRACTOR performs the Services substantially in accordance with the Work Order (“substantially” means that there are minor deviations that cannot be demonstrated to have caused the Product to be out of the Specifications for the Product), this Agreement, the applicable Quality Agreement and all applicable laws, regulatory and governmental requirements mutually agreed by the Parties, that COMPANY is obligated to pay for the Services performed. For processes or Project...
PRODUCT WARRANTY OBLIGATIONS. From and after the Closing, the Buyer shall perform, consistent with the Ordinary Course of Business, the warranty and product rework obligations relating to products sold prior to the Closing Date, which obligations shall include but not be limited to repair, replacement or return of products, rework of products as a result of product recall for quality or specification deficiencies, freight charges, travel expenses for warranty service calls and customer service labor (the "Warranty Obligations"), assumed by the Buyer in accordance with Section 1.2(a)(vii).
PRODUCT WARRANTY OBLIGATIONS. 43 6.11 NOTICE OF POTENTIAL PRODUCT LIABILITY CLAIM................... 43 6.12
PRODUCT WARRANTY OBLIGATIONS. 39 (A) Product Warranty Claims ............................................... 39 (B) Processing of Product Warranty Claims ................................. 39 (C) Notice of Proposed Settlement ......................................... 39 (D) Disputes .............................................................. 39 (E) Parties' Responsibilities ............................................. 40 8.5 The RandH Buyers' Sole Remedy ............................................... 40 ARTICLE 9 - INDEMNIFICATION ................................................................... 41 9.1 Indemnification of the Ferro Sellers ........................................ 41 9.2 Indemnification of the RandH Buyers ......................................... 41 9.3 Claims ...................................................................... 41 (A) Notice ................................................................ 42 (B) Responsibility for Defense ............................................ 42 (C) Right to Participate .................................................. 42 (D) Settlement ............................................................ 42 Conformed Copy
PRODUCT WARRANTY OBLIGATIONS. The parties respective obligations with respect to claims that Products sold by the Ferro Sellers' are or were defective will be as follows:
PRODUCT WARRANTY OBLIGATIONS. All product warranty, product return, labeling, and third party bodily injury and/or property damage Liabilities received more than ninety (90) days after the Closing Date and exclusively relating to or arising out of any Inventory and/or products manufactured or sold by the Business (whether manufactured or sold before, on or after the Closing Date) and whether arising under warranty, contract, equity, tort, strict liability, product liability, statute, or otherwise, in each case, except to the extent such Liabilities arise from the failure of such Inventory or products to meet the applicable specifications at the time of manufacture or sale;
PRODUCT WARRANTY OBLIGATIONS. No product manufactured, sold, leased, or delivered by any of Sequa Can and the Sequa Can Subsidiaries is subject to any outstanding guaranty, warranty, or other indemnity granted by either Sequa Can or the Sequa Can Subsidiaries, beyond the applicable standard terms and conditions of sale or lease, granted by Sequa Can and the Sequa Can Subsidiaries provided that no representations or warranties are made with respect to the impact of any of the customer's order acknowledgments, standard terms and conditions and provisions which conflict with or contradict the terms and conditions granted by Sequa Can or the Sequa Can Subsidiaries and which have not been explicitly accepted by Sequa Can or the Sequa Can Subsidiaries, nor to product warranty obligations implied by law. Section 3(r) of the Disclosure Schedule includes copies of the standard terms and conditions of sale or lease for each of Sequa Can and the Sequa Can Subsidiaries (containing Sequa Can's and the Sequa Can Subsidiaries' applicable guaranty, warranty, and indemnity provisions), none of which have been materially modified since December 31, 2003. Section 3(r)(i) of the Disclosure Schedule lists all open claims with respect to such products established as open rework matters as of June 30, 2004 on which work was commenced or continuing after the expiration of the relevant warranty period. Section 3(r)(ii) of the Disclosure Schedule lists all warranty claims with respect to such products established as open rework matters as of June 30, 2004 other than those listed on Section 3(r)(i) of the Disclosure Schedule.
PRODUCT WARRANTY OBLIGATIONS. 4.1. CONTRACTOR hereby warrants to COMPANY that the Product (as defined in Work Orders with respect to a Project) supplied hereunder shall:
(i) Validated Process or Validated Tests - CONTRACTOR warrants that Product shall conform to the mutually agreed upon Specification(s) with respect to the Project as defined in the relevant Work Order and its amendments and subject to the terms in Sections 4.2, 4.3, 4.4. For clarity, it is a material breach of warranty if a Validated Process is demonstrated to cause a Product to be out of Specification. Any deficiencies in the Product resulting from CONTRACTOR's compliance with the COMPANY's instructions, specifications and processes shall be the responsibility of COMPANY. The COMPANY acknowledges and agrees that should the Product meet Specifications and so long as CONTRACTOR performs the Services substantially in accordance with the Work Order ("substantially" means minor deviations that have not been demonstrated to have caused the Product to be out of the Specifications for the Product), this Agreement, the applicable Quality Agreement and all applicable laws, regulatory and governmental requirements mutually agreed by the Parties, that COMPANY is obligated to pay for the Services performed;
(ii) Conform to applicable laws, regulatory and governmental requirements;
(iii) Be free from any defects in workmanship or materials. In the case of materials, CONTRACTOR shall verify that all materials comply with the applicable specifications prior to use; and
(iv) Conform to generally accepted industry standards.
PRODUCT WARRANTY OBLIGATIONS. 49 Section 11.6 Product Claims and Replacement Product....................50 Section 11.7 Authorization; Mail.......................................50 Section 11.8 Collection of Accounts Receivable.........................50 Section 11.9
PRODUCT WARRANTY OBLIGATIONS. Seller agrees for a period of one year from the Closing Date to indemnify and hold Purchaser harmless from any liability, cost, charge or expense related to warranty claims made pursuant to the Seller's standard warranty, attached hereto as SCHEDULE 11.5, against products shipped or services performed prior to the Closing Date ("WARRANTY CLAIMS"). The procedure for processing of Warranty Claims as between Purchaser and Seller shall be as set forth below.
(a) As to Warranty Claims which are resolved through repair or replacement of the affected product by Purchaser, Seller shall reimburse Purchaser for Purchaser's actual costs of effecting the repair or replacement ("REPAIR EXPENSES"). Purchaser shall be entitled to reimbursement for the Repair Expenses monthly, by tendering to Seller on or before the 10th day after each month a report itemizing Repair Expenses, if any, incurred during the prior month. Seller shall have fifteen business days within which to object in writing to the expenses noted on the Repair Expense report. If no timely objection is received from Seller, Purchaser shall be entitled to immediate reimbursement from Seller in an amount equal to the Repair Expenses. If Seller objects to any item on the Repair Expenses form, Purchaser and Seller shall endeavor in good faith to resolve such dispute within ten days, after which either party may tender the dispute to the Independent Accountants, whose costs shall be shared equally by the Seller and Purchaser. 49
(b) As to Warranty Claims based on product returns, Purchaser shall be entitled to reimbursement equal to the difference between (A) the purchase price refunded to the customer, minus (B) the inventory value, if any, of the product returned.
