Common use of Product Warranty Clause in Contracts

Product Warranty. (a) CASI warrants for a period of twelve (12) months after the date hereof, for RESELLER's benefit alone, that each Product, as originally delivered (or, if subsequently modified by CASI, then in regard to each such modification as well) and when operated with the equipment configuration and in the operating environment of a Permitted Configuration Center, as defined in the Restated License, will perform in accordance with the technical and functional specifications set forth in the Documentation for such Product provided by CASI. CASI does not warrant that each Product will be error-free in all circumstances. In the event of any defect or error, RESELLER agrees to provide CASI with sufficient information to allow CASI to reproduce and repair the defect or error. As RESELLER's primary remedy for any defect or error in a Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restriction, or a bypass, in accordance with its' obligation for Maintenance Services, as defined in the Restated License. CASI is not responsible for any defect or error not reported during the warranty period (unless such defect or error did not come to RESELLER's attention until after due use and examination of the Product during said warranty period) or any defect or error in a Product which RESELLER has modified, misused or damaged in a manner causing the error or defect. (b) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3.3, CASI DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS AGREEMENT, IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability arising out of contract, negligence, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate the Products other than that which is set forth in the Restated License; (ii) warrants that the documentation and technical materials provided by CASI to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, by modem or by electronic means or by other means, use of the Products by RESELLER in connection with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentation.

Product Warranty. (a) CASI Except as stated below, for each Supported License Forte warrants that each Product will perform the functions described in the associated Documentation when operated on the specified platform for a period of twelve (12) months after 30 days from the date hereof, for RESELLER's benefit alone, of shipment of such Product to VAR. Forte further warrants that each Product, as originally delivered (or, if subsequently modified by CASI, then in regard to each such modification as well) and when operated the Products will fully comply with the equipment configuration following millennium compliance statement when configured and used according to the Documentation. The definition of compliance is the ability to: 1. correctly handle date information before, during and after 1 January 2000 accepting date input, providing date output and performing calculation on dates; [*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 2. function according to the Documentation, during and after 1 January 2000 without changes in operation resulting from the advent of the new century; 3. where appropriate, respond to two digit date input in a way that resolves the ambiguity as to century in a disclosed, defined and predetermined manner; 4. store and provide output of date information in ways that are unambiguous as to century; 5. manage the leap year occurring in the operating environment of a Permitted Configuration Centeryear 2000, as defined in following the Restated License, will perform in accordance with the technical and functional specifications set forth in the Documentation for such Product provided by CASIquad-centennial rule. CASI Forte does not warrant that each Product will meet VAR's requirements, that the Products will operate in the combinations which VAR may select for use or with all non-Forte software used by VAR, that the operation of each Product will be uninterrupted or error-free free, or that all Product errors will be corrected. Forte will undertake to correct any reported error condition in all circumstances. In accordance with its then-current Standard Technical Support policies and the terms of this Agreement, with the terms of this Agreement to prevail in the event of any defect or error, RESELLER agrees conflict. Forte shall have no obligation to provide CASI with sufficient information undertake correction of errors caused by VAR modifications to allow CASI the Product. VAR's sole and exclusive remedy for Product nonconformity shall be recovery of the license fees paid to reproduce and repair the defect or errorForte for such non-conforming Product. As RESELLER's primary remedy an accommodation to VAR, Forte may supply VAR with (i) preproduction releases of Products labeled "Alpha," "Beta" or otherwise, which are not suitable for production use or for development of the VAR Application, or (ii) shareware items such as "Fshare" containing code developed by Forte and/or its customers and partners. Notwithstanding anything to the contrary in this Agreement, such preproduction releases and shareware are provided to VAR "as is" without warranty of any kind, express or implied, and neither party will be responsible to the other for any defect losses, claims or error in a Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restriction, or a bypass, in accordance with its' obligation for Maintenance Services, as defined in the Restated License. CASI is not responsible for any defect or error not reported during the warranty period (unless such defect or error did not come to RESELLER's attention until after due use and examination damages of the Product during said warranty period) or any defect or error in a Product which RESELLER has modified, misused or damaged in a manner causing the error or defect. (b) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3.3, CASI DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS AGREEMENT, IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability whatever nature arising out of contractVAR's use of such items. Forte shall identify at the time of release of any such preproduction or shareware releases what type of support, negligenceif any, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate the Products other than that which is set forth in the Restated License; (ii) warrants that the documentation and technical materials provided by CASI Forte. Unless stated otherwise, however, no support shall be provided by Forte for such releases. Standard Technical Support does not include support or updating of shareware items. VAR will promptly report any error condition discovered in a preproduction release, and provide Forte with appropriate test data if necessary to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, resolve problems encountered by modem or by electronic means or by other means, use of the Products by RESELLER in connection VAR with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentationa preproduction release.

Product Warranty. (a) CASI ALTIS warrants that the CONTRACT PRODUCTS delivered hereunder shall conform to the specifications and DATA SHEETS as agreed to by the PARTIES and shall be free from defects in material and workmanship under normal use for a period of twelve (12) months after [*] from the date hereofof delivery. This only relates to the manufacturing and/or testing of the WAFERS, for RESELLER's benefit alonebut excludes any packaging and final test induced defects. If during the [*] period, that each Product, as originally delivered (or, if subsequently modified by CASI, then a) ALTIS is notified promptly in regard to each such modification as well) and when operated with writing of a detailed description of the equipment configuration and alleged defects upon discovery of any defects in the operating environment of a Permitted Configuration CenterCONTRACT PRODUCTS, as defined in the Restated License, will perform (b) such CONTRACT PRODUCTS are returned to ALTIS in accordance with documented RMA (“Returned Materials Authorization”) process provided to ADESTO, freight * Confidential Treatment Requested prepaid, and (c) ALTIS’ reasonable conclusion after promptly examining such returned CONTRACT PRODUCTS reveals that such CONTRACT PRODUCTS are indeed defective (i.e., they do not pass the technical test program applicable at time of manufacture) and functional specifications set forth in the Documentation defects are not caused by accident, abuse, misuse, neglect, improper installation or assembly, repair or alteration by someone not authorized by ALTIS, or improper testing or use contrary to instructions given by ALTIS, then ALTIS will, at its option, either (x) repair, (y) replace, or (z) credit ADESTO for such Product provided defective CONTRACT PRODUCTS if repair or replacement are not commercially and reasonably available. ALTIS shall return any CONTRACT PRODUCTS repaired or replaced under this warranty to ADESTO, transportation prepaid, and shall reimburse ADESTO for the transportation charges paid by CASIADESTO for returning such defective CONTRACT PRODUCTS to ALTIS. CASI does This warranty shall not warrant that each Product will be error-free in all circumstancesextend to repaired or replaced CONTRACT PRODUCTS returned by ADESTO after the above [*] warranty period. Notwithstanding the above, prior to any return of allegedly defective CONTRACT PRODUCTS by ADESTO pursuant to this section. ADESTO shall first offer ALTIS the opportunity to inspect the CONTRACT PRODUCTS at ADESTO’s facilities. In the event that [*] or more of any defect single LOT of CONTRACT PRODUCTS are eligible for warranty return under this Article. ADESTO may return all or error, RESELLER agrees to provide CASI with sufficient information to allow CASI to reproduce and repair the defect or error. As RESELLER's primary remedy for any defect or error in a Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restriction, or a bypass, in accordance with its' obligation for Maintenance Services, as defined in the Restated License. CASI is not responsible for any defect or error not reported during the warranty period (unless such defect or error did not come to RESELLER's attention until after due use and examination portion of the Product during said entire LOT as eligible for warranty period) or any defect or error in a Product which RESELLER has modified, misused or damaged in a manner causing after consultation with ALTIS on the error or defectroot cause analysis and the acceptable criteria for that LOT. (b) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3.3, CASI DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS AGREEMENT, IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability arising out of contract, negligence, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate the Products other than that which is set forth in the Restated License; (ii) warrants that the documentation and technical materials provided by CASI to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, by modem or by electronic means or by other means, use of the Products by RESELLER in connection with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentation.

Product Warranty. (a) CASI warrants The Warranty Period for a Product shall be three (3) years or such other time as may be agreed to by the parties. The Products (i) will be new and unused, (ii) will comply in all respects with the applicable Specifications, ULA or CSA requirements that could effect quality, reliability, safety or performance, and (iii) will be free from defects in materials, design and workmanship. Manufacturer will, at its expense, replace all Non-Conforming Products with new and unused Products, and make commercially reasonable efforts to deliver the replacement Products to a location designated by Wintec within [***] after receipt of Wintec’s request for replacement. If Manufacturer is unable, within a reasonable time, to repair, replace or correct a defect or non-conformance in Products to a condition as warranted, Wintec will be entitled to a refund of the Product purchase price. Any Product replaced under warranty is warranted for the period of twelve (12) months after time remaining in the date hereof, original warranty for RESELLER's benefit alone, that each the Product, but no less than [***]. Manufacturer will adhere to the failure analysis procedure as originally delivered (or, if subsequently modified by CASI, then in regard to each such modification as well) and when operated with the equipment configuration and in the operating environment of a Permitted Configuration Center, as defined in the Restated License, will perform in accordance with the technical and functional specifications set forth in Appendix C and provide to Wintec a failure analysis report specifying the Documentation reason for such Product provided by CASI. CASI does not warrant that each Product will be error-free in all circumstances. In the event failure of any defect or error, RESELLER agrees to provide CASI with sufficient information to allow CASI to reproduce and repair Non-Conforming Product (this obligation will continue for one year beyond the defect or errorapplicable Product Warranty). As RESELLER's primary remedy for any defect or error in Unless Manufacturer reasonably demonstrates that a returned Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restriction, or a bypass, in accordance with its' obligation for Maintenance Services, as defined in the Restated License. CASI is not responsible a Non-Conforming Product, Manufacturer will pay the cost of shipping and insurance for any defect the returned and replacement Products. The above warranties do not apply to defects resulting from improper, unauthorized or error not reported during the warranty period inadequate maintenance or repair (unless such defect except where performed by or error did not come to RESELLER's attention until after due on behalf of Manufacturer); unauthorized modification; improper use and examination or operation outside of the Product during said warranty period) Specifications for the Product; abuse, negligence, accident, loss or any defect damage in transit; or error in a Product which RESELLER has modified, misused or damaged in a manner causing the error or defect. (b) EXCEPT AS OTHERWISE PROVIDED improper site preparation. THE WARRANTIES SPECIFIED IN THIS SECTION 3.3AGREEMENT ARE EXCLUSIVE AND NO OTHER WARRANTY, CASI WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. MANUFACTURER SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY THE IMPLIED WARRANTIES OF MERCHANTABILITY OR AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED THE PRODUCT WARRANTIES SET FORTH IN THIS AGREEMENT, IN NO CASE SECTION 16.2 SHALL EITHER PARTY BE LIABLE THE SOLE AND EXCLUSIVE REMEDY FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability arising out of contract, negligence, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate the Products other than that which is set forth in the Restated License; (ii) warrants that the documentation and technical materials provided by CASI to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, by modem or by electronic means or by other means, use of the Products by RESELLER in connection with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentationWARRANTY FAILURE HEREUNDER.

Product Warranty. (a) CASI NEB warrants for a period of twelve (12) months after that the Products will meet the applicable Specifications until the expiration dates specified on the Product packaging, or if not specified, then [**] from the date hereof, for RESELLER's benefit alone, that each Product, as originally delivered (or, NEB delivers such Product to Purchaser. This warranty shall not be effective if subsequently modified by CASI, then in regard Purchaser has altered or misused the Product or has failed to each use or store such modification as well) and when operated with the equipment configuration and in the operating environment of a Permitted Configuration Center, as defined in the Restated License, will perform Product in accordance with instructions furnished by NEB or the technical and functional specifications set forth in defects to the Documentation for Product result from negligence, neglect or accident of any party other than NEB or a Party acting on behalf of or mandated by NEB. NEB shall replace the Products that are non-conforming or defective free of charge upon the return of such Product provided by CASI. CASI does not warrant that each Product will be error-free in all circumstances. In the event of any defect or error, RESELLER agrees to provide CASI with sufficient information to allow CASI to reproduce and repair the defect or error. As RESELLER's primary remedy for any defect or error in a Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restriction, or a bypass, in accordance with its' obligation for Maintenance ServicesNEB’s instructions, as defined provided however that the Parties may instead agree on a credit or refund in the Restated Licenseaccordance with Subsection 4.2. CASI is not responsible for any defect or error not reported during the This Section 6.3(a) sets out NEB’s sole and exclusive liability, and Purchaser’s sole and exclusive remedy with respect to a valid warranty period (unless such defect or error did not come claim made pursuant to RESELLER's attention until after due use and examination of the Product during said warranty period) or any defect or error in a Product which RESELLER has modified, misused or damaged in a manner causing the error or defectthis Section 6.3. (b) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3.3THE WARRANTY ABOVE EXTENDS ONLY TO PURCHASER, CASI DISCLAIMS ALL WARRANTIESAND PURCHASER CANNOT TRANSFER IT. THE WARRANTY ABOVE IS EXCLUSIVE, INCLUDINGAND NEB MAKES NO OTHER WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A ANY PARTICULAR PURPOSE, OF NON-INFRINGEMENT, OR REGARDING RESULTS OBTAINED THROUGH THE USE OF ANY PRODUCT OR SERVICE. EXCEPT AS IF NEB MANUFACTURES CUSTOM PRODUCTS FOR PURCHASER BASED ON INSTRUCTIONS, SPECIFICATIONS, OR OTHER DIRECTIONS PROVIDED IN THIS AGREEMENTBY PURCHASER, IN NO CASE NEB SHALL EITHER PARTY NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT THE QUALITY OF THE USE OR OPERATION OF PRODUCTS TO THE PRODUCTSEXTENT ATTRIBUTABLE TO SUCH INSTRUCTIONS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTSSPECIFICATIONS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability arising out of contract, negligence, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate the Products other than that which is set forth in the Restated License; (ii) warrants that the documentation and technical materials provided by CASI to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, by modem or by electronic means or by other means, use of the Products by RESELLER in connection with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentationDIRECTIONS.

Product Warranty. COMPANY warrants to DISTRIBUTOR that the Products at the time of their delivery by COMPANY to DISTRIBUTOR (i) shall meet the agreed applicable specifications attached hereto as Exhibits 1.2 and 1.3 (as may be changed from time to time as provided herein), which shall be no less than the published specifications and documentation as -------- *** Denotes confidential information that has been omitted from the exhibit and filed separately, accompanied by a confidential treatment request, with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934. of the date thereof and subject to Section 4.1, DISTRIBUTOR's Supplier Certification guidelines; (ii) shall have been manufactured in accordance with all laws and regulations applicable to their manufacture in those jurisdictions in which DISTRIBUTOR is distributing the Products (provided that DISTRIBUTOR gives COMPANY at least ninety (90) days written notice of any jurisdictions in addition to those listed on Exhibit 6.1); (iii) shall be new or newly manufactured; and (iv) shall be of good and merchantable title, free of liens and encumbrances, (v) shall be "Y2K" compliant, as that term is defined on DISTRIBUTOR's external website on the Effective Date, and (vi) that, as of the Effective Date clearance or permission to sell the Products has been obtained in those countries as set forth in Exhibit 6.1. COMPANY shall promptly, at COMPANY's sole option, replace, repair or make a purchase price (in the amount paid by DISTRIBUTOR to COMPANY) refund for any of such Products proved to be non-conforming, provided that written notice and reasonable documented evidence of each warranty claim and the fact that the failure occurred during the warranty period is received by COMPANY within thirty (30) days after the expiration thereof. COMPANY will have the right to verify such non-conformance. Such replacement, repair or refund shall be DISTRIBUTOR's sole remedy hereunder. Unless otherwise agreed by the Parties, the warranty period under this Section 8.2 for (a) CASI warrants any Sensor shall be the stated shelf life as set forth on the label for a period such Product, not to be less than ten (10) months from the date of twelve shipment to DISTRIBUTOR; (12b) any Cartridge shall be the stated shelf life as set forth on the label for such Product, not to be less than three (3) months from the date of shipment to DISTRIBUTOR; (c) any Monitor or Calibrator of any Continuous Monitoring Product, or any Accessory or XXXX Analyzer of any Intermittent Monitoring Product covered hereunder shall expire on the date eighteen (18) months after the date hereofof shipment of such item to DISTRIBUTOR; and (d) any IDMS Software shall expire on the date forty-five (45) days after the date of delivery of such software to DISTRIBUTOR's customer. The warranty period for any Improved Products shall be mutually agreed by the Parties. If requested by COMPANY, for RESELLER's benefit alone, that each Product, as originally delivered (or, if subsequently modified by CASI, then in regard DISTRIBUTOR shall return the non-conforming Product to each such modification as well) and when operated with COMPANY at the equipment configuration and in time of submission of the operating environment of a Permitted Configuration Center, as defined in the Restated License, will perform in accordance with the technical and functional specifications set forth in the Documentation for such Product provided by CASIwarranty claim therefor. CASI does not warrant that each Product will be error-free in all circumstances. In the event of any defect or error, RESELLER DISTRIBUTOR agrees to provide CASI with COMPANY sufficient information notice of additional countries in which it intends to allow CASI to reproduce and repair the defect or error. As RESELLER's primary remedy for any defect or error in a Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restriction, or a bypass, in accordance with its' obligation for Maintenance Services, as defined in the Restated License. CASI is not responsible for any defect or error not reported during the warranty period (unless such defect or error did not come to RESELLER's attention until after due use and examination of the Product during said warranty period) or any defect or error in a Product which RESELLER has modified, misused or damaged in a manner causing the error or defect. (b) EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 3.3, CASI DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS AGREEMENT, IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES, UNLESS CAUSED BY WILFUL OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability arising out of contract, negligence, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate distribute the Products other than that which is set forth in the Restated License; to permit COMPANY to meet its obligations under subsection (ii) warrants that the documentation and technical materials provided by CASI to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, by modem or by electronic means or by other means, use of the Products by RESELLER in connection with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentationthis Section 8.2.

Product Warranty. (a) CASI All technical support installation, product warranty, and post warranty services are provided only at the original installed location. Product warranty is NONTRANSFERABLE from one location to another, except with the prior written consent of Seller. a. Seller warrants that for a period of twelve one (121) months after year following shipment the Equipment will: (i) be free from defects in materials and workmanship; and (ii) conform to the specifications agreed to by the Parties in writing. Seller warrants that Services will be performed in a workmanlike manner and such warranty shall be limited to a period of one (1) year from date hereofof service (other than warranty services and services performed gratis). Buyer’s sole and exclusive remedy for any breach of warranty related to Equipment will be limited to, for RESELLER's benefit aloneat Seller’s option, replacement, repair or refund of the purchase price of the Equipment that each Product, as originally delivered (or, if subsequently modified by CASI, then in regard to each such modification as well) and when operated does not conform with the equipment configuration warranties, provided that Buyer notifies Seller of such defect in writing within ten (10) days after Buyer knows or has reason to know thereof, and in provided further that inspection of the operating environment Equipment by Seller discloses that the defect developed under normal and proper use of a Permitted Configuration Centerthe Equipment. This warranty will not apply to Equipment that: (i) is damaged due to misuse, as defined in abuse, negligence or accident occurring during or after shipment; (ii) is changed or modified (unless the Restated License, will perform change or modification is made by or in accordance with the technical and functional specifications set forth in the Documentation written instructions of Seller); (iii) deteriorates due to erosion, abrasions or chemical action; (iv) fails due to improper installation (except for such Product installation provided or supervised by CASI. CASI does not warrant that each Product will be errorSeller), operation or maintenance; (v) fails due to any non-free in all circumstances. In the event of any defect or error, RESELLER agrees to provide CASI with sufficient information to allow CASI to reproduce and repair the defect or error. As RESELLER's primary remedy for any defect or error in a Product covered by such warranty, CASI will correct such errors or defects at CASI's facility by promptly issuing corrected instructions, a restrictionSeller equipment, or a bypass, system with which Equipment is used; or (vi) Buyer operates in any manner other than in accordance with its' obligation for Maintenance ServicesSeller’s manual, as defined in the Restated Licenseguidelines, operating instructions or other material. b. Equipment will not be returned to Seller without Seller's written permission. CASI is Provision of a replacement part or component will not responsible for any defect or error not reported during operate to extend the warranty period (unless for any Equipment. Seller reserves the right to inspect Equipment that is subject to warranty claims and to require the return of such defect or error did not come Equipment that is subject to RESELLER's attention until after due warranty claims to Seller’s Warehouse at Buyer’s expense; provided, however, that it is determined that the issue with returned Equipment is covered by warranty, Seller will reimburse Buyer for freight charges associated with the return of such Equipment to Seller’s Warehouse. Seller also reserves the right to use reconditioned parts and examination of the Product during said components for warranty period) or any defect or error in a Product which RESELLER has modified, misused or damaged in a manner causing the error or defectreplacements. (b) EXCEPT AS OTHERWISE PROVIDED c. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN THIS SECTION 3.3LIEU OF, CASI AND SELLER DISCLAIMS AND BUYER WAIVES, ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OTHER WARRANTIES OF MERCHANTABILITY OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS PROVIDED IN THIS AGREEMENTPURPOSE AND OF ANY OTHER TYPE, IN NO CASE SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL WHETHER EXPRESS OR CONSEQUENTIAL DAMAGESIMPLIED, UNLESS CAUSED ARISING BY WILFUL LAW (STATUTORY OR KNOWING CONDUCT, INCLUDING, WITHOUT LIMITATION, ANY SUCH SPECIAL OTHERWISE) AND WHETHER OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR OPERATION OF THE PRODUCTS, DELAYS IN DELIVERY OR REPAIR, LOSS OF USE OF THE PRODUCTS, OR DAMAGE TO ANY DOCUMENTS OR OTHER PROPERTY OF RESELLER OR ITS LICENSEES, EXCEPT IN THE CASE OF WILFUL MISCONDUCT. Either party's liability arising out of contract, negligence, strict liability in tort or warranty shall not, except in the case of wilful misconduct, exceed the amounts paid by RESELLER under this Agreement. Notwithstanding the foregoing, CASI (i) warrants that RESELLER will not be required to obtain any third-party software in order to operate the Products other than that which is set forth in the Restated License; (ii) warrants that the documentation and technical materials provided by CASI to RESELLER will be accurate and complete; (iii) warrants that it has not placed, nor is it aware of, any disabling code in the Products or Source Code which would alter, destroy, or inhibit any use of the Products or Source Code or the data contained therein; (iv) covenants and agrees that it will not terminate or attempt to terminate, by modem or by electronic means or by other means, use of the Products by RESELLER in connection with any dispute; and (v) warrants that the Products are designed to operate in the year 2000 and beyond to store, calculate, process and print year 2000 dates and is coded so that the progression from the year 1999 to 2000 (and beyond) will not cause the Products to cease operating, to operate incorrectly or otherwise fail to meet its documentationNOT OCCASIONED BY SELLER’S NEGLIGENCE.