Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. 4.1. AN EXPRESS WARRANTY FROM SELLER IS CREATED BY ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER WHICH BECOMES PART OF THE BASIS BY WHICH THE AGREEMENT RELATING TO THE GOODS WAS MADE. ANY SAMPLE OR MODEL PROVIDED BY SELLER AS A BASIS FOR AN AGREEMENT BETWEEN THE PARTIES CREATES AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE PROVIDED SAMPLE OR MODEL. THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE EXISTS WHERE SELLER HAS REASON TO KNOW OF SUCH PARTICULAR PURPOSE AND HAS ASSISTED IN SELECTION AND/OR APPROVAL OF ITS USE FOR A PARTICULAR PURPOSE. 4.2. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE EXIST, WITHOUT LIMITATIONS, AS SET FORTH AND DESCRIBED IN SECTION 5 BELOW. ANY EXPENSES, CHARGES OR LIABILITY ASSOCIATED WITH DEFECTIVE PRODUCT FOR BREACH OF ABOVE-STATED WARRANTIES WILL BE BORNE BY SELLER. IF A DESIGN CHANGE IS MADE TO AN EXISTING APPROVED PRODUCT WITHOUT KNOWLEDGE AND CONSENT BY BUYER, SELLER WILL BE LIABLE FOR ANY INCREMENTAL CHARGES INCURRED. SELLER PROVIDES WARRANTY OF MERCHANTABILITY, WHEREBY SELLER HAS OBLIGATION TO RELAY KNOWLEDGE AND SAMPLE OF REVISED PRODUCT FOR LAB TESTING TO BUYER FOR APPROVAL(S), AS APPLICABLE. WHERE PERFORMANCE SPECIFICATIONS HAVE BEEN THE BASIS FOR PRODUCT DEVELOPMENT, SELLER IS LIABLE FOR ANY AND ALL WARRANTY ISSUES REGARDING FITNESS FOR USE IN BUYER’S PRODUCT. 4.3. SELLER WILL BEAR RISK OF INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF MARKET SHARE RESULTING FROM SELLER’S BREACH OF PERFORMANCE. BUYER MAY RECOVER FROM SELLER THE DIFFERENCE BETWEEN THE COST OF COVER OR CHARGES INCURRED FOR SUBSTITUTE GOODS AND THE CONTRACT PRICE.

Seller’s Warranties. 4.1. AN EXPRESS WARRANTY FROM SELLER IS CREATED BY ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER WHICH BECOMES PART OF THE BASIS BY WHICH THE AGREEMENT RELATING TO THE GOODS WAS MADE. ANY SAMPLE OR MODEL PROVIDED BY SELLER AS A BASIS FOR AN AGREEMENT BETWEEN THE PARTIES CREATES AN EXPRESS WARRANTY THAT THE GOODS SHALL CONFORM TO THE PROVIDED SAMPLE OR MODEL. THE AN IMPLIED WARRANTY OF FITNESS THAT THE GOODS SHALL BE FIT FOR A PARTICULAR PURPOSE EXISTS WHERE SELLER HAS REASON TO KNOW OF SUCH PARTICULAR PURPOSE AND HAS ASSISTED ASSIGNED IN SELECTION AND/OR APPROVAL OF ITS USE FOR A PARTICULAR PURPOSE. 4.2. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE EXISTEXIST BETWEEN THE TWO PARTIES, WITHOUT LIMITATIONS, AS SET FORTH AND DESCRIBED IN SECTION 5 BELOW. ANY EXPENSES, CHARGES OR LIABILITY ASSOCIATED WITH DEFECTIVE PRODUCT FOR BREACH IN CASES OF ABOVE-ABOVE STATED WARRANTIES WILL BE BORNE BY SELLER. IF IN CASES WHERE A DESIGN CHANGE IS MADE TO AN EXISTING APPROVED PRODUCT WITHOUT KNOWLEDGE AND CONSENT BY BUYER, SELLER WILL BE LIABLE ACCOUNTABLE FOR ANY INCREMENTAL CHARGES INCURRED. SELLER PROVIDES ABIDES BY THE WARRANTY OF MERCHANTABILITY, WHEREBY SELLER HAS OBLIGATION TO RELAY KNOWLEDGE AND SAMPLE OF REVISED PRODUCT FOR LAB TESTING TO BUYER FOR APPROVAL(S), AS APPLICABLE. WHERE PERFORMANCE SPECIFICATIONS HAVE BEEN THE BASIS FOR PRODUCT DEVELOPMENT, SELLER IS LIABLE FOR ANY AND ALL WARRANTY ISSUES REGARDING FITNESS FOR USE IN BUYER’S PRODUCT. 4.3. SELLER WILL BEAR RISK OF INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF MARKET SHARE RESULTING FROM SELLER’S BREACH OF PERFORMANCE. BUYER MAY RECOVER FROM SELLER THE DIFFERENCE BETWEEN THE COST OF COVER OR CHARGES INCURRED FOR SUBSTITUTE GOODS AND THE CONTRACT PRICE.

Seller’s Warranties. 4.1a. Seller warrants (i) that the Products will, when delivered, substantially conform to the respective written Product description furnished to Purchaser, and (ii) all Products to be free from defects in material and workmanship within a twelve (12) month period from date of purchase. AN Should a Product become defective within such period, Purchaser shall submit its claim (stating the defects and purchase price) and the defective Product to Seller in which case Seller will examine, and upon establishing Purchaser’s validity of claim, at its sole discretion (i) repair the Product, (ii) exchange the Product, or (iii) refund the purchase price, which shall fully satisfy and discharge any and all warranty claims. This warranty does not extend to any Product which has been subjected to misuse, neglect, accident, or improper installation. No warranty of fitness for a particular purpose is made. b. THE WARRANTIES SET FORTH HEREINABOVE ARE IN LIEU OF ALL OTHER WARRANTIES. THIS SALE IS MADE ON THE EXPRESS WARRANTY FROM SELLER UNDERSTANDING THAT THERE IS CREATED BY ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER WHICH BECOMES PART OF THE BASIS BY WHICH THE AGREEMENT RELATING TO THE GOODS WAS MADE. ANY SAMPLE OR MODEL PROVIDED BY SELLER AS A BASIS FOR AN AGREEMENT BETWEEN THE PARTIES CREATES AN EXPRESS NO IMPLIED WARRANTY THAT THE GOODS PRODUCTS SHALL CONFORM TO THE PROVIDED SAMPLE OR MODELBE FIT FOR ANY PARTICULAR PURPOSE. THE IMPLIED WARRANTY OF FITNESS PURCHASER ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON THE SELLER’S SKILLS OR JUDGEMENT TO SELECT OR FURNISH PRODUCTS SUITABLE FOR A PARTICULAR PURPOSE EXISTS WHERE SELLER HAS REASON TO KNOW OF SUCH ANY PARTICULAR PURPOSE AND HAS ASSISTED THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION HEREIN. IN SELECTION AND/OR APPROVAL OF ITS USE FOR A PARTICULAR PURPOSE. 4.2. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE EXIST, WITHOUT LIMITATIONS, AS SET FORTH AND DESCRIBED IN SECTION 5 BELOW. ANY EXPENSES, CHARGES OR LIABILITY ASSOCIATED WITH DEFECTIVE PRODUCT FOR BREACH OF ABOVE-STATED WARRANTIES WILL BE BORNE BY SELLER. IF A DESIGN CHANGE IS MADE TO AN EXISTING APPROVED PRODUCT WITHOUT KNOWLEDGE AND CONSENT BY BUYER, NO EVENT SHALL SELLER WILL BE LIABLE FOR (1) CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR (2) DAMAGES ARISING OUT OF THE PURCHASE, UPLOADING, HANDLING AND USE OF ANY INCREMENTAL CHARGES INCURREDPRODUCTS, ALL OF WHICH ARE WAIVED BY PURCHASER AND, IN ANY EVENT, ALL DAMAGES HEREUNDER SHALL BE LIMITED TO A MAXIMUM OF THE PURCHASE PRICE OF THE RESPECTIVE PRODUCT. c. The Purchaser shall inspect and accept or reject acceptance of the Products immediately upon their arrival, and shall, within three (3) working days after their arrival, give written notice to the Seller of any claim that the Products do not conform with the terms of the order. SELLER PROVIDES WARRANTY OF MERCHANTABILITYIf the Purchaser shall fail to give such notice, WHEREBY SELLER HAS OBLIGATION TO RELAY KNOWLEDGE AND SAMPLE OF REVISED PRODUCT FOR LAB TESTING TO BUYER FOR APPROVAL(S)the Products shall be deemed to conform to the terms of the order, AS APPLICABLEand Purchaser shall be deemed to have accepted and shall pay for the Products in accordance with the terms of the order. WHERE PERFORMANCE SPECIFICATIONS HAVE BEEN THE BASIS FOR PRODUCT DEVELOPMENT, SELLER IS LIABLE FOR ANY AND ALL WARRANTY ISSUES REGARDING FITNESS FOR USE IN BUYER’S PRODUCT. 4.3. SELLER WILL BEAR RISK OF INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF MARKET SHARE RESULTING FROM SELLER’S BREACH OF PERFORMANCE. BUYER MAY RECOVER FROM SELLER THE DIFFERENCE BETWEEN THE COST OF COVER OR CHARGES INCURRED FOR SUBSTITUTE GOODS AND THE CONTRACT PRICEThe Purchaser expressly waives any right the Purchaser may have to revoke acceptance after such three-day period.

Seller’s Warranties. 4.1a) Seller warrants (i) that the Products will, when delivered, substantially conform to the respective written Product description furnished to Purchaser, and (ii) all Products to be free from defects in material and workmanship within a twelve (12) month period from date of purchase. AN Should a Product become defective within such period, Purchaser shall submit its claim (stating the defects and purchase price) and the defective Product to Seller in which case Seller will examine, and upon establishing Purchaser’s validity of claim, at its sole discretion (i) repair the Product, (ii) exchange the Product, or (iii) refund the purchase price, which shall fully satisfy and discharge any and all warranty claims. This warranty does not extend to any Product which has been subjected to misuse, neglect, accident, or improper installation. No warranty of fitness for a particular purpose is made. b) THE WARRANTIES SET FORTH HEREINABOVE ARE IN LIEU OF ALL OTHER WARRANTIES. THIS SALE IS MADE ON THE EXPRESS WARRANTY FROM SELLER UNDERSTANDING THAT THERE IS CREATED BY ANY AFFIRMATION OF FACT OR PROMISE MADE BY SELLER WHICH BECOMES PART OF THE BASIS BY WHICH THE AGREEMENT RELATING TO THE GOODS WAS MADE. ANY SAMPLE OR MODEL PROVIDED BY SELLER AS A BASIS FOR AN AGREEMENT BETWEEN THE PARTIES CREATES AN EXPRESS NO IMPLIED WARRANTY THAT THE GOODS PRODUCTS SHALL CONFORM TO THE PROVIDED SAMPLE OR MODELBE FIT FOR ANY PARTICULAR PURPOSE. THE IMPLIED WARRANTY OF FITNESS PURCHASER ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON THE SELLER’S SKILLS OR JUDGEMENT TO SELECT OR FURNISH PRODUCTS SUITABLE FOR A PARTICULAR PURPOSE EXISTS WHERE SELLER HAS REASON TO KNOW OF SUCH ANY PARTICULAR PURPOSE AND HAS ASSISTED THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION HEREIN. IN SELECTION AND/OR APPROVAL OF ITS USE FOR A PARTICULAR PURPOSE. 4.2. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE EXIST, WITHOUT LIMITATIONS, AS SET FORTH AND DESCRIBED IN SECTION 5 BELOW. ANY EXPENSES, CHARGES OR LIABILITY ASSOCIATED WITH DEFECTIVE PRODUCT FOR BREACH OF ABOVE-STATED WARRANTIES WILL BE BORNE BY SELLER. IF A DESIGN CHANGE IS MADE TO AN EXISTING APPROVED PRODUCT WITHOUT KNOWLEDGE AND CONSENT BY BUYER, NO EVENT SHALL SELLER WILL BE LIABLE FOR (1) CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR (2) DAMAGES ARISING OUT OF THE PURCHASE, UPLOADING, HANDLING AND USE OF ANY INCREMENTAL CHARGES INCURREDPRODUCTS, ALL OF WHICH ARE WAIVED BY PURCHASER AND, IN ANY EVENT, ALL DAMAGES HEREUNDER SHALL BE LIMITED TO A MAXIMUM OF THE PURCHASE PRICE OF THE RESPECTIVE PRODUCT. c) The Purchaser shall inspect and accept or reject acceptance of the Products immediately upon their arrival, and shall, within three (3) working days after their arrival, give written notice to the Seller of any claim that the Products do not conform with the terms of the order. SELLER PROVIDES WARRANTY OF MERCHANTABILITYIf the Purchaser shall fail to give such notice, WHEREBY SELLER HAS OBLIGATION TO RELAY KNOWLEDGE AND SAMPLE OF REVISED PRODUCT FOR LAB TESTING TO BUYER FOR APPROVAL(S)the Products shall be deemed to conform to the terms of the order, AS APPLICABLEand Purchaser shall be deemed to have accepted and shall pay for the Products in accordance with the terms of the order. WHERE PERFORMANCE SPECIFICATIONS HAVE BEEN THE BASIS FOR PRODUCT DEVELOPMENT, SELLER IS LIABLE FOR ANY AND ALL WARRANTY ISSUES REGARDING FITNESS FOR USE IN BUYER’S PRODUCT. 4.3. SELLER WILL BEAR RISK OF INCIDENTAL AND CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR LOSS OF MARKET SHARE RESULTING FROM SELLER’S BREACH OF PERFORMANCE. BUYER MAY RECOVER FROM SELLER THE DIFFERENCE BETWEEN THE COST OF COVER OR CHARGES INCURRED FOR SUBSTITUTE GOODS AND THE CONTRACT PRICEThe Purchaser expressly waives any right the Purchaser may have to revoke acceptance after such three-day period.