Common use of Repair or Replacement of Defective Product Clause in Contracts

Repair or Replacement of Defective Product. Kin Yat may elect, in its sole discretion, to repair or re-manufacture any Non-Conforming Products caused by a breach of the warranty set forth in this Section 5. Any such repair or re-manufacture shall be pursuant to Kin Yat’s standard return material authorization process and procedure (“RMA”), pursuant to which iRobot will request an RMA number from Kin Yat for such Non-Conforming Product. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions. iRobot shall then consign the Non-Conforming Products along with objective documentation of the applicable breach of warranty (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat will repair or re-manufacture the Non-Conforming Products within [***] of receipt by Kin Yat of such Non-Conforming Products, and in the event the Defect is confirmed, Kin Yat will reimburse iRobot for the reasonable cost of transporting the Non-Conforming Products to Kin Yat’s designated facility and Kin Yat will deliver the repaired or re-manufactured Products, FCA iRobot’s designated destination. If no such Defect is confirmed, iRobot shall reimburse Kin Yat for all fees, costs and expenses incurred to analyze and, if requested by iRobot, repair or re-manufacture the non-defective Products and iRobot shall bear responsibility for all transportation costs to and from Kin Yat’s designated repair facility.

Repair or Replacement of Defective Product. Kin Yat may Jabil shall elect, in its sole discretion, to repair repair, replace, or re-manufacture issue credit to Company in an amount equal to the price paid by Company under applicable Purchase Order for, any Non-Conforming Products caused by a breach of the warranty set forth in this Section 5. Any such credit, repair or re-manufacture replacement shall be pursuant to Kin YatJabil’s standard return material authorization process and procedure (“RMA”), pursuant to which iRobot Company will request an RMA number from Kin Yat Jabil for such Non-Conforming Product. Portions of this Exhibit were omitted Product during Warranty Period and have been filed separately with the Secretary of the Commission pursuant to the Jabil shall issue such RMA number within one (1) business day following Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissionsrequest. iRobot Company shall then consign the Non-Conforming Products along with objective documentation of the applicable breach of warranty and alleged defect (“Defect”), FOB Kin YatJabil’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat Jabil assigned RMA number. Kin Yat Jabil will repair promptly analyze such RMA Product and provide notice of Jabil’s confirmation or re-manufacture rejection of the Defect to Company within ten (10) days of receipt of such Product. If such Defect is confirmed, then Jabil will repair, replace, or issue a credit to Company in an amount equal to the price paid by Company under applicable Purchase Order for, the Non-Conforming Products within [***] twenty (20) business days of receipt by Kin Yat Jabil of such Non-Conforming Products, and in the event the Defect is confirmed, Kin Yat Jabil will reimburse iRobot Company for the reasonable cost of transporting the Non-Conforming Products to Kin YatJabil’s designated facility and Kin Yat Jabil will deliver the repaired or re-manufactured Products, replacement Products FCA iRobotCompany’s designated destination. If no such Defect is confirmedconfirmed by Jabil after seeking reasonable input from Company regarding the alleged Defect, iRobot Company shall reimburse Kin Yat Jabil for all fees, costs and expenses incurred to analyze and, if requested by iRobotCompany, repair or re-manufacture replace the non-defective Products and iRobot Company shall bear responsibility for all transportation costs to and from Kin YatJabil’s designated repair facility.

Repair or Replacement of Defective Product. Kin Yat may Jabil shall elect, in its sole discretion, to repair repair, replace, or re-manufacture issue credit to Company in an amount equal to the price paid by Company under applicable Purchase Order for, any Non-Conforming Non‑Conforming Products caused by a breach of the warranty set forth in this Section 5. Any such credit, repair or re-manufacture replacement shall be pursuant to Kin YatJabil’s standard return material authorization process and procedure (“RMA”), pursuant to which iRobot Company will request an RMA number from Kin Yat Jabil for such Non-Conforming Non‑Conforming Product during Warranty Period and Jabil shall issue such RMA number within one (1) business day following Company’s request. Company shall then consign the Non‑Conforming Products along with objective documentation of the applicable breach of warranty and alleged defect (“Defect”), FOB Jabil’s repair facility and specify the Jabil assigned RMA number. Jabil will promptly analyze such RMA Product and provide notice of Jabil’s confirmation or rejection of the Defect to Company within ten (10) days of receipt of such Product. If such Defect is confirmed, then Jabil will repair, replace, or issue a credit to Company in an amount equal to the price paid by Company under applicable Purchase Order for, the Non‑Conforming Products within twenty (20) business days of receipt by Jabil of such Non‑Conforming Products, and in the event the Defect is confirmed, Jabil will reimburse Company for the reasonable cost of transporting the Non‑Conforming Products to Jabil’s designated facility and Jabil will deliver the repaired or replacement Products FCA Company’s designated destination. If no such Defect is confirmed by Jabil after seeking reasonable input from Company regarding the alleged Defect, Company shall reimburse Jabil for all fees, costs and expenses incurred to analyze and, if requested by Company, repair or replace the non‑defective Products and Company shall bear responsibility for all transportation costs to and from Jabil’s designated repair facility. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 24b‑2 of the Exchange Act - — [***] denotes omissions. iRobot shall then consign the Non-Conforming Products along with objective documentation of the applicable breach of warranty (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat will repair or re-manufacture the Non-Conforming Products within [***] of receipt by Kin Yat of such Non-Conforming Products, and in the event the Defect is confirmed, Kin Yat will reimburse iRobot for the reasonable cost of transporting the Non-Conforming Products to Kin Yat’s designated facility and Kin Yat will deliver the repaired or re-manufactured Products, FCA iRobot’s designated destination. If no such Defect is confirmed, iRobot shall reimburse Kin Yat for all fees, costs and expenses incurred to analyze and, if requested by iRobot, repair or re-manufacture the non-defective Products and iRobot shall bear responsibility for all transportation costs to and from Kin Yat’s designated repair facility.

Repair or Replacement of Defective Product. Kin Yat may elect, in its sole discretion, to repair or re-manufacture any Non-Conforming Products caused by a breach of the warranty set forth in this Section 5. Any such repair or re-manufacture shall be pursuant to Kin Yat’s standard return material authorization process and procedure (“RMA”), pursuant to which iRobot will request an RMA number from Kin Yat for such Non-Conforming Product. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions. 12 iRobot shall then consign the Non-Conforming Products along with objective documentation of the applicable breach of warranty (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat will repair or re-manufacture the Non-Conforming Products within [***] of receipt by Kin Yat of such Non-Conforming Products, and in the event the Defect is confirmed, Kin Yat will reimburse iRobot for the reasonable cost of transporting the Non-Conforming Products to Kin Yat’s designated facility and Kin Yat will deliver the repaired or re-manufactured Products, FCA iRobot’s designated destination. If no such Defect is confirmed, iRobot shall reimburse Kin Yat for all fees, costs and expenses incurred to analyze and, if requested by iRobot, repair or re-manufacture the non-defective Products and iRobot shall bear responsibility for all transportation costs to and from Kin Yat’s designated repair facility.

Repair or Replacement of Defective Product. Kin Yat may electIn accordance with the return material authorization process and procedure set forth in the SLA (“RMA”), Jabil will, either repair, replace, or issue credit, in its sole discretion, to repair or re-manufacture any Non-Conforming Products Product that contains a defect caused by a breach of the warranty set forth in this Section 5. Any such repair or re-manufacture shall be pursuant to Kin Yat’s standard return material authorization process and procedure 5 provided that the Product is received within thirty (30) days following the end of any applicable Warranty Period (“RMARMA Product”). If Company desires to return a Product based on a claim of breach of the warranty set forth in this Section 5, pursuant to which iRobot will Company shall request an RMA number from Kin Yat for Jabil. Jabil will analyze any such Non-Conforming Product. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions. iRobot shall then consign the Non-Conforming Products along with objective documentation of the applicable RMA Product and, if a breach of warranty is found (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat then Jabil will repair or re-manufacture replace the Non-Conforming Products RMA Product utilizing Commercially Reasonable Efforts to provide within [***] ten (10) business days of receipt by Kin Yat Jabil of such Non-Conforming Products, the RMA Product and in all required associated documentation and subject to material availability. In the event the a Defect is confirmedfound, Kin Yat Jabil will reimburse iRobot Company for the reasonable cost of transporting the Non-Conforming Products RMA Product to Kin YatJabil’s designated repair facility and Kin Yat Jabil will deliver the repaired RMA Product or re-manufactured Productsits replacement, FCA iRobotCompany’s designated destination. If no such Defect is confirmedfound, iRobot Company shall reimburse Kin Yat Jabil for all reasonable fees, costs and expenses incurred to analyze and, if requested by iRobotCompany, repair or re-manufacture replace the non-defective Products Defective RMA Product and iRobot Company shall bear responsibility for all reasonable and customary transportation costs to and from Kin YatJabil’s designated repair facilityfacility 5.5 Limitation of Warranty. THE REMEDY SET FORTH IN SECTION 5.4 SHALL CONSTITUTE COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY MADE BY JABIL IN SECTION 5.1 HEREIN. THE WARRANTY SET FORTH IN THIS SECTION 5 IS IN LIEU OF, AND JABIL EXPRESSLY DISCLAIMS, AND COMPANY EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING COMPLIANCE WITH MATERIALS DECLARATION REQUIREMENTS, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OR MISAPPROPRIATION OF ANY RIGHT, TITLE OR INTEREST OF COMPANY OR ANY THIRD PARTY. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY JABIL, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER. JABIL’S WARRANTY SHALL NOT APPLY TO ANY PRODUCT JABIL DETERMINES TO HAVE BEEN SUBJECTED TO TESTING FOR OTHER THAN SPECIFIED ELECTRICAL CHARACTERISTICS OR TO OPERATING AND/OR ENVIRONMENTAL CONDITIONS IN EXCESS OF THE MAXIMUM VALUES ESTABLISHED IN APPLICABLE SPECIFICATIONS, OR TO HAVE BEEN THE SUBJECT OF MISHANDLING, ACCIDENT, MISUSE, NEGLECT, IMPROPER TESTING, IMPROPER OR UNAUTHORIZED REPAIR, ALTERATION, DAMAGE, ASSEMBLY, PROCESSING OR ANY OTHER INAPPROPRIATE OR UNAUTHORIZED ACTION OR INACTION THAT ALTERS PHYSICAL OR ELECTRICAL PROPERTIES. THIS WARRANTY SHALL NOT APPLY TO ANY DEFECT IN THE PRODUCT ARISING FROM ANY DRAWING, DESIGN, SPECIFICATION, PROCESS, TESTING OR OTHER PROCEDURE, ADJUSTMENT OR MODIFICATION SUPPLIED AND/OR APPROVED BY COMPANY.

Repair or Replacement of Defective Product. Kin Yat may elect, in its sole discretion, to repair or re-manufacture any Non-Conforming Products caused by a breach of the warranty set forth in this Section 5. Any such repair or re-manufacture shall be pursuant to Kin YatIn accordance with Jabil’s standard return material authorization process and procedure (“RMA”), pursuant Jabil will either repair or replace, in its sole discretion, any Product that contains a defect caused by a breach of the warranty set forth in this Section 5 provided that the Product is received within thirty (30) days following the end of any applicable Warranty Period (“RMA Product”). If Company desires to which iRobot will return a Product based on a claim of breach of the warranty set forth in this Section 5, Company shall request an RMA number from Kin Yat for such Non-Conforming ProductJabil. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions. iRobot Company shall then consign the Non-Conforming Products along with objective documentation of alleged defective Product, FOB Jabil’s designated repair facility, and specify the applicable Jabil assigned RMA number. Jabil will analyze any such RMA Product and, if a breach of warranty is found (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat then Jabil will repair or re-manufacture replace the Non-Conforming Products RMA Product within [***] fifteen (15 ) business days of receipt by Kin Yat Jabil of such Non-Conforming Products, the RMA Product and in all required associated documentation. In the event the a Defect is confirmedfound, Kin Yat Jabil will reimburse iRobot Company for the reasonable cost of transporting the Non-Conforming Products RMA Product to Kin YatJabil’s designated repair facility and Kin Yat Jabil will deliver the repaired RMA Product or re-manufactured Productsits replacement, FCA iRobotCompany’s designated destination. If no such Defect is confirmed, iRobot shall reimburse Kin Yat for all fees, costs and expenses [***] incurred to analyze and, if requested by iRobotCompany, repair or re-manufacture replace the non-defective Products Defective RMA Product and iRobot shall bear responsibility for all transportation costs [***]. Limitation of Warranty. THE REMEDY SET FORTH IN SECTION 5.2 SHALL CONSTITUTE COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY MADE BY JABIL HEREIN OR ANY OTHER OBLIGATION OF JABIL HEREUNDER. THE WARRANTY SET FORTH IN THIS SECTION 5 IS IN LIEU OF, AND JABIL EXPRESSLY DISCLAIMS, AND COMPANY EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, JBL073 Manufacturing Services Agreement [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to and from Kin Yat’s designated repair facilitythe omitted portions. ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING COMPLIANCE WITH MATERIALS DECLARATION REQUIREMENTS, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OR MISAPPROPRIATION OF ANY RIGHT, TITLE OR INTEREST OF COMPANY OR ANY THIRD PARTY. COMPANY UNDERSTANDS AND AGREES THAT IT SHALL HAVE FULL AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY PRODUCT, WHETHER FOR PRODUCT DESIGN LIABILITY, PRODUCT LIABILITY, DAMAGE TO PERSON OR PROPERTY AND/OR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY JABIL, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER. JABIL’S WARRANTY SHALL NOT APPLY TO ANY PRODUCT JABIL DETERMINES TO HAVE BEEN SUBJECTED TO TESTING FOR OTHER THAN SPECIFIED ELECTRICAL CHARACTERISTICS OR TO OPERATING AND/OR ENVIRONMENTAL CONDITIONS IN EXCESS OF THE MAXIMUM VALUES ESTABLISHED IN APPLICABLE SPECIFICATIONS, OR TO HAVE BEEN THE SUBJECT OF MISHANDLING, ACCIDENT, MISUSE, NEGLECT, IMPROPER TESTING, IMPROPER OR UNAUTHORIZED REPAIR, ALTERATION, DAMAGE, ASSEMBLY, PROCESSING OR ANY OTHER INAPPROPRIATE OR UNAUTHORIZED ACTION OR INACTION THAT ALTERS PHYSICAL OR ELECTRICAL PROPERTIES. THIS WARRANTY SHALL NOT APPLY TO ANY DEFECT IN THE PRODUCT ARISING FROM ANY DRAWING, DESIGN, SPECIFICATION, PROCESS, TESTING OR OTHER PROCEDURE, ADJUSTMENT OR MODIFICATION SUPPLIED AND/OR APPROVED BY COMPANY.

Repair or Replacement of Defective Product. Kin Yat may elect, in its sole discretion, to repair or re-manufacture any Non-Conforming Products caused by a breach of the warranty set forth in this Section 5. Any such repair or re-manufacture shall be pursuant to Kin YatIn accordance with Jabil’s standard return material authorization process and procedure (“RMA”), pursuant Jabil will either repair, replace or issue credit, in its sole discretion, any Product that contains a defect caused by a breach of the warranty set forth in this Section 5 provided that the Product is received within thirty (30) days following the end of any applicable Warranty Period (“RMA Product”). If Company desires to which iRobot will return a Product based on a claim of breach of the warranty set forth in this Section 5, Company shall request an RMA number from Kin Yat for such Non-Conforming ProductJabil. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions. iRobot Company shall then consign the Non-Conforming Products along with objective documentation of alleged defective Product, FOB Jabil’s designated repair facility, and specify the applicable Jabil assigned RMA number. Jabil will analyze any such RMA Product and, if a breach of warranty is found (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat then Jabil will repair or re-manufacture replace the Non-Conforming Products RMA Product, at its expense, utilizing Commercially Reasonable Efforts to provide within [***] twenty (20) business days of receipt by Kin Yat Jabil of such Non-Conforming Products, the RMA Product and in all required associated documentation and subject to material availability. In the event the a Defect is confirmedfound, Kin Yat will Jabil xxxx reimburse iRobot Company for the reasonable cost of transporting the Non-Conforming Products RMA Product to Kin YatJabil’s designated repair facility and Kin Yat Jabil will deliver the repaired RMA Product or re-manufactured Productsits replacement, FCA iRobotCompany’s designated destination. If no such Defect is confirmedfound, iRobot Company shall reimburse Kin Yat Jabil for all fees, costs and expenses incurred to analyze and, if requested by iRobotCompany, repair or re-manufacture replace the non-defective Products Defective RMA Product and iRobot Company shall bear responsibility for all transportation costs to and from Kin YatJabil’s designated repair facility. No such repairs will be performed by Jabil without Company’s prior approval.

Repair or Replacement of Defective Product. Kin Yat may electIn accordance with Jabil’s standard return material authorization process and procedure ("RMA"), Jabil shall either repair or replace, in its sole discretion, to repair or re-manufacture any Non-Conforming Products Product that contains a defect caused by a breach of the warranty set forth in this Section 5. Any such repair or re-manufacture shall be pursuant to Kin Yat’s standard return material authorization process and procedure Article 11.2 provided that the Product is received within thirty (30) days following the end of any applicable Warranty Period (“RMARMA Product”). If Quantum desires to return a Product based on a claim of breach of the warranty set forth in Article 11.2, pursuant to which iRobot will Quantum shall request an RMA number from Kin Yat for such Non-Conforming ProductJabil. Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act - [***] denotes omissions**. iRobot Quantum shall then consign pay all shipping, transportation, insurance, freight forwarding and other costs relevant to DDP shipments incurred in connection with the Non-Conforming shipment of all such defective Products along with objective documentation of to Jabil’s repair facility. Jabil shall analyze any such RMA Product and: (a) in the applicable event a breach of warranty in Article 11.2 is found (“Defect”), FOB Kin Yat’s repair facility in the same country and region as the Non-Conforming Products then Jabil shall: (or such other location as agreed to by the Parties in writing), and specify the Kin Yat assigned RMA number. Kin Yat will i) repair or re-manufacture replace the Non-Conforming Products RMA Product within [***] twenty (20) business days of receipt by Kin Yat Jabil of such Non-Conforming Products, the RMA Product and in the event the Defect is confirmed, Kin Yat will all required associated documentation; (ii) reimburse iRobot Quantum for the reasonable cost of transporting the Non-Conforming Products RMA Product to Kin Yat’s the designated facility and Kin Yat will repair facility; ***** Confidential treatment has been requested for omitted portions. (iii) deliver the repaired RMA Product or re-manufactured Productsits replacement, FCA iRobotDDP (INCOTERMS 2000) to Quantum’s designated destination. If ; and (iv) bear all shipping, transportation, insurance and freight forwarding costs incurred in connection with the shipment of all repaired RMA Products, or their replacements, to Quantum’s designated destination. (b) if no such Defect is confirmedfound, iRobot shall then Quantum shall: (i) reimburse Kin Yat Jabil for all fees, costs and expenses incurred to analyze and, if requested by iRobot, attempt a repair or re-manufacture replacement of the non-defective Products and iRobot shall Defective RMA Product; and (ii) bear responsibility for all transportation costs to and from Kin YatJabil’s designated repair facility. The estimates of expected Defect repair costs are set forth on Exhibit B, and any proposed changes thereto shall be addressed in the quarterly true-up meetings mentioned therein.