Common use of Repair and Return Clause in Contracts

Repair and Return. (a) If the Owner claims a breach of warranty under subsections 17.1, 17.2 or 17.3, it must notify the Vendor of the claimed breach within a reasonable time after its determination that a breach has in fact occurred. The Owner will allow the Vendor to inspect the Products, the Services or the System, as the case may be, on-site, or, upon the Vendor's reasonable request and, subject to subsection 17.5(d) below, at the Vendor's sole expense: (i) with respect to Products, return such Products to any of the Vendor's repair facilities located in the United States and listed on Schedule 8, or (ii) with respect to Non-Essential Equipment, return such Non-Essential Equipment to the Vendor (or to the third party manufacturer if previously requested by the Vendor) for further return to the applicable third party manufacturer. The Vendor or such third party manufacturer may use either new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts pursuant to the terms of this Contract, including, but not limited to, the Specifications, in the furnishing of warranty repairs or replacements under this Contract. (b) The Vendor agrees to commence work on all such Products, Non-Essential Equipment, Services or any System Defect, as the case may be, or Installation defects as soon as practicable, but the Vendor will use reasonable efforts to commence such Work in no event later than twenty-four (24) hours after notification of such defect, and, subject to subsections 17.5(e) and 17.5(f), the Vendor will cure such defect as promptly as practicable. During the Product Warranty Period electronic circuit board components of Equipment or Non-Essential Equipment, as the case may be, will be repaired or replaced by the Vendor. (c) Failure of the System to function to the level of the performance warranty as set forth in subsection 17.3 will result in the obligation of the Vendor to promptly make whatever repairs, modifications, alterations, expansions or to take any other action of any kind, including but not limited to the provision of additional Products and/or Services, necessary to satisfactorily fix that portion of the System causing any failure for which the Vendor is responsible. In the event of a breach of the warranties in Section 17 which will be cured with the installation of additional PCS Products, the Vendor will provide such PCS Products, together with related transportation, Installation and optimization Services, as are reasonably required to remedy the shortfall, at no charge to the Owner, provided that, if in order to remedy the shortfall, the number of additional Base Stations required to cure the Vendor's breach under these warranties is not in excess of five percent (5%) of the total number of Base Stations in the relevant PCS System (as such "total number" is as set forth in the Final RF Engineering Plan), the Vendor will not be obligated to pay for the Base Stations and the installation and transportation related thereto required to cure such breach, provided further that the Vendor will be obligated to provide and pay for any Base Stations and the installation and transportation related thereto in excess of any such five percent (5%) shortfall. (d) All costs associated with (i) removing or disconnecting the Products or the Non-Essential Equipment subject to the warranty claim pursuant to the terms of this Section 17 from any other Products, the respective PCS System or PCS Sub-System or any part thereof or from other equipment, any other PCS system or any part thereof to which they are attached or connected, or (ii) dismantling surrounding Products, the respective PCS System or PCS Sub-System or any part thereof or any other equipment or other PCS system or any part thereof in order to so remove or disconnect the Products or Non-Essential Equipment subject to such warranty claim will be borne by the Vendor throughout the applicable Warranty Period unless such Products are readily returnable to the Vendor in which case the Owner will bear all such costs. All packaging, shipping and freight charges incurred in connection with the return of Items to the Vendor will be borne by the Owner. The Vendor will be responsible for packing, shipping and freight charges for return of repaired or replacement Items to the Owner, unless the Products or Non-Essential Equipment, as the case may be, returned are not Defective or otherwise not covered by the Vendor's warranty pursuant to subsection 17.1, in which case the Owner will pay for all such charges between the Owner's point of origin and the Vendor's applicable repair facility in the United States. (e) For routine warranty service, the Vendor will, during the respective Warranty Period, ship replacement or repaired Products or Non-Essential Equipment (or components thereof) within thirty (30) days of receipt of the Defective Equipment or Non-Essential Equipment (or components thereof) from the Owner. In the event such replacement or repaired Products or Non-Essential Equipment cannot be shipped within such time period, or if the Vendor determines that due to the particular circumstances, on-site repairs or services are required, the Vendor will undertake such repairs or replacement services on-site within thirty (30) days of notification of the warranty Defect by the Owner. In the event that the Vendor fails to repair or replace Defective Products and/or Non-Essential Equipment within thirty (30) days from the Owner's notice to the Vendor, then the Vendor will be deemed to be in breach of its obligations pursuant to this Contract and the Owner will be entitled to receive a refund of all amounts previously paid to the Vendor for the Defective Products or Non-Essential Equipment, and will have no further obligation to pay additional amounts in connection with the Defective Products or Non-Essential Equipment. The Owner will return such Defective Products and Non-Essential Equipment to the Vendor at the Vendor's sole cost and expense. (f) For emergency warranty service situations, the Vendor will, during the applicable Warranty Periods, use its best efforts to ship replacement Products or Non-Essential Equipment (or components thereof) no later than twelve (12) hours after notification of the warranty Defect by the Owner. The Owner will ship the Defective Products or Non-Essential Equipment to the Vendor within thirty (30) days of receipt of the replacement Products or Non-Essential Equipment, as the case may be. In the event the Vendor fails to receive such Defective Products or Non-Essential Equipment within such thirty (30) day period, the Vendor will invoice the Owner for the replacement Products or Non-Essential Equipment at the then-current price in effect therefor pursuant to the terms of this Contract. If in an emergency warranty service situation, the Owner and/or the Vendor determines that due to the particular circumstances, on-site technical assistance is necessary, the Vendor will dispatch emergency service personnel to the site in accordance with the terms of subsection 2.26. For the purpose of this subsection 17.5, an emergency warranty service situation will be deemed to exist upon the occurrence of any E1 Emergency Condition or E2 Emergency Condition. The Vendor agrees to commence work on all Equipment, Non-Essential Equipment, Facilities Preparation Services or any System defect, as the case may be, or Installation defects materially impairing service to subscribers, System performance, billing, administration and/or maintenance as soon as practicable, but in no event later than twenty-four (24) hours after notification of such defect, and the Vendor will cure such defect as promptly as practicable.

Repair and Return. (a) If the Owner claims a breach of warranty ----------------- under subsections 17.1, 17.2 or 17.3, it must notify the Vendor of the claimed breach within a reasonable time after its determination that a breach has in fact occurred. The Owner will allow the Vendor to inspect the Products, the Services or the System, as the case may be, on-site, or, upon the Vendor's reasonable request and, subject to subsection 17.5(d) below, at the Vendor's sole expense: (i) with respect to Products, return such Products to any of the Vendor's repair facilities located in the United States and listed on Schedule 8, or (ii) with respect to Non-Essential Equipment, return such Non-Essential Equipment to the Vendor (or to the third party manufacturer if previously requested by the Vendor) for further return to the applicable third party manufacturer. The Vendor or such third party manufacturer may use either new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts pursuant to the terms of this Contract, including, but not limited to, the Specifications, in the furnishing of warranty repairs or replacements under this Contract. (b) The Vendor agrees to commence work on all such Products, Non-Essential Equipment, Services or any System Defect, as the case may be, or Installation defects as soon as practicable, but the Vendor will use reasonable efforts to commence such Work in no event later than twenty-four (24) hours after notification of such defect, and, subject to subsections 17.5(e) and 17.5(f), the Vendor will cure such defect as promptly as practicable. During the Product Warranty Period electronic circuit board components of Equipment or Non-Non- Essential Equipment, as the case may be, will be repaired or replaced by the Vendor. (c) Failure of the System to function to the level of the performance warranty as set forth in subsection 17.3 will result in the obligation of the Vendor to promptly make whatever repairs, modifications, alterations, expansions or to take any other action of any kind, including but not limited to the provision of additional Products and/or Services, necessary to satisfactorily fix that portion of the System causing any failure for which the Vendor is responsible. In the event of a breach of the warranties in Section 17 which will be cured with the installation of additional PCS Products, the Vendor will provide such PCS Products, together with related transportation, Installation and optimization Services, as are reasonably required to remedy the shortfall, at no charge to the Owner, provided that, if in order to remedy the shortfall, -------- ---- the number of additional Base Stations required to cure the Vendor's breach under these warranties is not in excess of five percent (5%) of the total number of Base Stations in the relevant PCS System (as such "total number" is as set forth in the Final RF Engineering Plan), the Vendor will not be obligated to pay for the Base Stations and the installation and transportation related thereto required to cure such breach, provided further that the Vendor will be obligated -------- ------- ---- to provide and pay for any Base Stations and the installation and transportation related thereto in excess of any such five percent (5%) shortfall. (d) All costs associated with (i) removing or disconnecting the Products or the Non-Essential Equipment subject to the warranty claim pursuant to the terms of this Section 17 from any other Products, the respective PCS System or PCS Sub-System or any part thereof or from other equipment, any other PCS pcs system or any part thereof to which they are attached or connected, or (ii) dismantling surrounding Products, the respective PCS System or PCS Sub-System or any part thereof or any other equipment or other PCS pcs system or any part thereof in order to so remove or disconnect the Products or Non-Essential Equipment subject to such warranty claim will be borne by the Vendor throughout the applicable Warranty Period unless such Products are readily returnable to the Vendor in which case the Owner will bear all such costs. All packaging, shipping and freight charges incurred in connection with the return of Items to the Vendor will be borne by the Owner. The Vendor will be responsible for packing, shipping and freight charges for return of repaired or replacement Items to the Owner, unless the Products or Non-Essential Equipment, as the case may be, returned are not Defective or otherwise not covered by the Vendor's warranty pursuant to subsection 17.1, in which case the Owner will pay for all such charges between the Owner's point of origin and the Vendor's applicable repair facility in the United States. (e) For routine warranty service, the Vendor will, during the respective Warranty Period, ship replacement or repaired Products or Non-Essential Equipment (or components thereof) within thirty (30) days of receipt of the Defective Equipment or Non-Essential Equipment (or components thereof) from the Owner. In the event such replacement or repaired Products or Non-Essential Equipment cannot be shipped within such time period, or if the Vendor determines that due to the particular circumstances, on-site repairs or services are required, the Vendor will undertake such repairs or replacement services on-site within thirty (30) days of notification of the warranty Defect by the Owner. In the event that the Vendor fails to repair or replace Defective Products and/or Non-Essential Equipment within thirty (30) days from the Owner's notice to the Vendor, then the Vendor will be deemed to be in breach of its obligations pursuant to this Contract and the Owner will be entitled to receive a refund of all amounts previously paid to the Vendor for the Defective Products or Non-Non- Essential Equipment, and will have no further obligation to pay additional amounts in connection with the Defective Products or Non-Essential Equipment. The Owner will return such Defective Products and Non-Essential Equipment to the Vendor at the Vendor's sole cost and expense. (f) For emergency warranty service situations, the Vendor will, during the applicable Warranty Periods, use its best efforts to ship replacement Products or Non-Essential Equipment (or components thereof) no later than twelve (12) hours after notification of the warranty Defect by the Owner. The Owner will ship the Defective Products or Non-Essential Equipment to the Vendor within thirty (30) days of receipt of the replacement Products or Non-Essential Equipment, as the case may be. In the event the Vendor fails to receive such Defective Products or Non-Essential Equipment within such thirty (30) day period, the Vendor will invoice the Owner for the replacement Products or Non-Non- Essential Equipment at the then-current price in effect therefor pursuant to the terms of this Contract. If in an emergency warranty service situation, the Owner and/or the Vendor determines that due to the particular circumstances, on-on- site technical assistance is necessary, the Vendor will dispatch emergency service personnel to the site in accordance with the terms of subsection 2.26. For 77 the purpose of this subsection 17.5, an emergency warranty service situation will be deemed to exist upon the occurrence of any E1 Emergency Condition or E2 Emergency Condition. The Vendor agrees to commence work on all Equipment, Non-Non- Essential Equipment, Facilities Preparation Services or any System defect, as the case may be, or Installation defects materially impairing service to subscribers, System performance, billing, administration and/or maintenance as soon as practicable, but in no event later than twenty-four (24) hours after notification of such defect, and the Vendor will cure such defect as promptly as practicable.

Repair and Return. (a) If the Owner claims a breach of warranty ----------------- under subsections 17.1, 17.2 17.2, 17.3 or 17.317.4, it must notify the Vendor of the claimed breach within a reasonable time after its determination that a breach has in fact occurred. The Owner will allow the Vendor to inspect the Products, the Non-Essential Equipment, the Services or the System, as the case may be, on-on- site, or, upon the Vendor's reasonable request and, subject to subsection 17.5(d17.6(d) below, at the Vendor's sole expense: (i) with respect to Products, return such Products to any of the Vendor's repair facilities located in the United States North America and listed on Schedule 8, or (ii) with respect to Non-Essential Equipment, return such Non-Non- Essential Equipment to the Vendor (or to the third party manufacturer if previously requested by the Vendor) for further return to the applicable third party manufacturer. The Vendor or such third party manufacturer may use either new, remanufactured, reconditioned, refurbished, or functionally equivalent Products or parts pursuant to the terms of this Contract, including, but not limited to, the Specifications, in the furnishing of warranty repairs or replacements under this Contract. (b) The Vendor agrees to commence work on all such Products, Non-Non- Essential Equipment, Services or any System Defect, as the case may be, or Installation defects Defects as soon as practicable, but the Vendor will use reasonable efforts to commence such Work in no event later than twenty-twenty- four (24) hours after notification of such defect, and, subject to subsections 17.5(e17.6(e) and 17.5(f17.6(f), the Vendor will cure such defect as promptly as practicable. During the Product Warranty Period and the Non-Essential Equipment Warranty Period, electronic circuit board components of Equipment or Non-Non- Essential Equipment, as the case may be, will be repaired or replaced by the Vendor. (c) Failure of the System to function to the level of the performance warranty as set forth in subsection 17.3 17.4 will result in the obligation of the Vendor to promptly make whatever repairs, modifications, alterations, expansions or to take any other action of any kind, including but not limited to the provision of additional Products and/or Services, necessary to satisfactorily fix that portion of the System causing any failure for which the Vendor is responsible. In the event of a breach of the warranties in Section 17 which will be cured with the installation of additional PCS Products, the Vendor will provide such PCS Products, together with related transportation, Installation and optimization Services, as are reasonably required to remedy the shortfall, at no charge to the Owner, provided that, if in order to remedy the shortfall, the number of additional Base Stations required to cure the Vendor's breach under these warranties is not in excess of five percent (5%) of the total number of Base Stations in the relevant PCS System (as such "total number" is as set forth in the Final RF Engineering Plan), the Vendor will not be obligated to pay for the Base Stations and the installation and transportation related thereto required to cure such breach, provided further that the Vendor will be obligated to provide and pay for any Base Stations and the installation and transportation related thereto in excess of any such five percent (5%) shortfallfailure. (d) All costs associated with (i) removing or disconnecting the Products or the Non-Essential Equipment subject to the warranty claim pursuant to the terms of this Section 17 from any other Products, the respective PCS System or PCS Sub-System or any part thereof or from other equipment, any other PCS pcs system or any part thereof to which they are attached or connected, or (ii) dismantling surrounding Products, the respective PCS System or PCS Sub-System or any part thereof or any other equipment or other PCS pcs system or any part thereof in order to so remove or disconnect the Products or Non-Essential Equipment subject to such warranty claim will shall be borne by the Vendor throughout the applicable Warranty Period unless such Products are readily returnable to the Vendor in which case the Owner will bear all such costsPeriod. All packaging, shipping and freight charges incurred in connection with the return of Items to the Vendor Vendor's obligations under this subsection 17.6 will be borne by the Owner. The Vendor will be responsible for packing, shipping and freight charges for return of repaired or replacement Items to the OwnerVendor, unless the Products or Non-Essential Equipment, as the case may be, returned are not Defective or otherwise not covered by the Vendor's warranty pursuant to subsection 17.1subsections 17.1 and 17.2, in which case the Owner will pay for all such charges between the Owner's point of origin and the Vendor's applicable repair facility in the United StatesNorth America. (e) For routine warranty service, the Vendor will, during the respective Warranty Period, ship replacement or repaired Products or Non-Non- Essential Equipment (or components thereof) within thirty (30) days of receipt of the Defective Equipment or Non-Essential Equipment (or components thereof) from the Owner. In the event such replacement or repaired Products or Non-Non- Essential Equipment cannot be shipped within such time period, or if the Vendor determines that due to the particular circumstances, on-site repairs or services are required, the Vendor will shall undertake such repairs or replacement services on-site within thirty (30) days of notification of the warranty Defect by the Owner. In the event that the Vendor fails to repair or replace Defective Products and/or Non-Essential Equipment within thirty (30) days from the Owner's notice to the Vendor, then the Vendor will shall be deemed to be in material breach of its obligations pursuant to this Contract and the Owner will shall be entitled to receive a refund of all amounts previously paid to the Vendor for the Defective Products or Non-Essential Equipment, and will shall have no further obligation to pay additional amounts in connection with the Defective Products or Non-Essential Equipment. The Owner will shall return such Defective Products and Non-Essential Equipment to the Vendor at the Vendor's sole cost and expense. (f) For emergency warranty service situations, the Vendor will, during the applicable Warranty Periods, use its best efforts to ship replacement Products or Non-Essential Equipment (or components thereof) no later than twelve (12) hours after notification of the warranty Defect by the Owner. The Owner will shall ship the Defective Products or Non-Essential Equipment to the Vendor within thirty (30) days of receipt of the replacement Products or Non-Essential Equipment, as the case may be. In the event the Vendor fails to receive such Defective Products or Non-Essential Equipment within such thirty (30) day period, the Vendor will shall invoice the Owner for the replacement Products or Non-Non- Essential Equipment at the then-current price in effect therefor pursuant to the terms of this Contract. If in an emergency warranty service situation, the Owner and/or the Vendor determines that due to the particular circumstances, on-on- site technical assistance is necessary, the Vendor will shall use its best efforts to dispatch emergency service personnel to the site in accordance with within twelve (12) hours of notification of the terms of subsection 2.26warranty Defect by the Owner. For the purpose of this subsection 17.517.6, an emergency warranty service situation will shall be deemed to exist upon the occurrence of any E1 Emergency Condition or E2 Emergency Condition. The Vendor agrees to commence work on all Equipment, Non-Essential Equipment, Facilities Preparation Services or any System defect, as the case may be, or Installation defects materially impairing service to subscribers, System performance, billing, administration and/or maintenance as soon as practicable, but in no event later than twenty-four (24) hours after notification of such defect, and the Vendor will cure such defect as promptly as practicable.