Common use of Warranties and Remedies Clause in Contracts

Warranties and Remedies. 6.1 Seller/Supplier warrants that the goods and/or services to be furnished/provided in accordance with the Conditions and individual Agreements shall (a) be free and clear of all liens and encumbrances, (b) be merchantable; (c) be free from any defects in design, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaser, to any representations with respect thereto previously made by Seller/Supplier, and be fit for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favour of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warranties), Purchaser may, at its option and in addition to its other remedies, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting of any such defective or otherwise nonconforming goods, and Seller/Supplier shall assume all risk of loss or damage in transit to goods returned by Purchaser pursuant to the present terms and conditions of purchase.

Warranties and Remedies. 6.1 Seller/Supplier All Products, and the components and materials utilized in any assembled or customized Products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer's standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Ahead or the applicable Product manufacturer. Ahead represents, warrants and covenants that the goods and/or services to be furnished/provided (i) Ahead shall perform all Services, if any, in accordance with the Conditions material specifications set forth in the Price Quote and individual Agreements (ii) the functions and features of the Services and related deliverables shall operate in the manner described in the applicable Price Quote for ninety (90) days from the completion thereof. Customer’s exclusive remedy, if any, under these warranties is limited, at Ahead’s election, to any one of (a) be free and clear refund of all liens and encumbrances, Customer’s purchase price, (b) repair by Ahead or the manufacturer of any Products found to be merchantable; defective, or (c) be free from any defects in design, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaser, to any representations with respect thereto previously made by Seller/Supplier, and be fit for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favour of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warranties), Purchaser may, at its option and in addition to its other remedies, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting replacement of any such defective Product. Notwithstanding anything contained herein to the contrary, to the extent a manufacturer requires Products to be installed by Ahead or otherwise nonconforming goodssuch manufacturer in order for a warranty to be valid, neither Ahead nor the Product manufacturer shall provide a warranty for any Products which are not installed, as applicable, by Ahead or the Product manufacturer. EXCEPT AS SET FORTH HEREIN, AHEAD MAKES NO OTHER WARRANTIES, WRITTEN OR ORAL. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY SPECIFICALLY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. Customer acknowledges that it does not rely on, and Seller/Supplier shall assume all risk waives any claim for breach of, any representations and warranties which are not confirmed in writing by Ahead. Ahead shall, after Products are tendered to Customer, have no liability in respect of loss any changes in quality of the Products arising from storage or damage in transit to goods returned by Purchaser pursuant to transportation of the present terms and conditions Products or from willful damages, negligence, abnormal working conditions, misuse or alteration of purchasethe Products.

Warranties and Remedies. 6.1 Seller/Supplier a) Sartorius warrants that the goods and/or services to Services shall be furnished/provided conducted in a good and workmanlike manner in conformity with industry standards, and any parts supplied as part of the Services shall be in accordance with Sartorius’ Specifications. Should the Conditions Customer request more extensive tests, this shall be agreed in writing and individual Agreements the costs for said extensive tests shall (a) be free and clear of all liens and encumbrances,borne by the Customer. (b) be merchantable; (c) be free from If any defects in design, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) failure to conform to Purchaser’s specifications or the sample approved warranty is reported to Xxxxxxxxx in writing within the Services Warranty Period, Sartorius, upon being satisfied of the existence of such non-conformity, will correct the same by Purchaserre- performing the Services. If Xxxxxxxxx is unable to correct such non-conformity by re-performing the Services, Xxxxxxxxx may return the Price thereof, or, where appropriate, the portion of the Price of the non- conforming Services that Sartorius is unable to any representations with respect thereto previously made by Seller/Supplier, and be fit for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orderscorrect. The foregoing warranties shall survive inspection, delivery be Customer's sole and paymentexclusive remedies, and the liability of Xxxxxxxxx hereunder is expressly limited to re-performance of nonconforming Services or the return of the Price thereof, as the case may be. The warranty set forth in this paragraph shall run in favour of Purchaser, its successors apply also to parts and assigns and its customers, whether direct or indirectto any replacement parts. 6.2 Seller/Supplier c) This warranty shall determine be in lieu of all other warranties, express or implied, and all other warranties, express of implied, including without limitation the warranties of merchantability and fitness for a particular purposes purpose, are excluded. d) This warranty shall also exclude used goods, used spare parts, damage incurred as a consequence of natural wear and tear, inadequate maintenance by anyone other than Sartorius, failure to follow equipment operating instructions, excessive or unsuitable use and improper construction and/or assembly work performed by third parties, and any other external effects and causes over which Sartorius had no control or for which all goods and/or services purchased Xxxxxxxxx was not responsible. e) Sartorius shall be under no liability under the above warranty if Customer or a third party makes changes or repairs to the Object to Be Serviced hereunder and / or the damage was caused by Purchaser are required and shall utilize its skill and judgment or attributed to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying the improper use, negligence, accident or unauthorized service on the Seller/Supplier Object to do so. 6.3 If Be Serviced by either Customer or any such goods shall be found third party (with any authorization to be unsatisfactory, defective or inferior provided by Sartorius in quality, or not writing to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warrantiescustomer), Purchaser may, at its option and in addition to its other remedies, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting of any such defective or otherwise nonconforming goods, and Seller/Supplier shall assume all risk of loss or damage in transit to goods returned by Purchaser pursuant to the present terms and conditions of purchase.

Warranties and Remedies. 6.1 Seller/Supplier 2.3.1. MIT warrants that the goods and/or services to be furnished/provided in accordance with the Conditions and individual Agreements shall (a) Products will be free and clear of all liens and encumbrances, (b) be merchantable; (c) be free from any defects in designmaterials and workmanship on the date of shipment by MIT. MIT's warranty obligations is limited, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaserat MIT's option, to repair and replacement of defective parts and materials or refund of the purchase price. If MIT finds that a Product is defective, it will reimburse Purchaser or Purchaser's customer for the cost of shipping the Product to MIT. Except for the foregoing, MIT shall have no liability whatsoever for any representations with respect thereto previously warranty, whether express or implied, made by Seller/SupplierPurchaser to any of its customers 2.3.2. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 2.3. THERE ARE NO WARRANTIES EXPRESS OR IMPLIED WITH RESPECT TO THE PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 2.3.3. MIT's liability for damages and be fit costs under this Agreement and for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orderssale of any Products shall not under any circumstances exceed the aggregate amounts paid to MIT for the Product. The foregoing warranties MIT shall survive inspection, delivery and payment, and shall run in favour of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by not be liable to Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s specifications or any other requirements person for any incidental, consequential or punitive damages or for any compensation for lost profits arising out of or in connection with this Agreement or the sale of Products. If Purchaser's use or sale of any Product or any part hereof (including be enjoined, or in the Seller/Supplier’s warranties)event that MIT desires to minimize any liability it may have hereunder, Purchaser MIT may, at its option and in addition to its other remediesoption, hold such goods at either (a) substitute equivalent non-infringing Products for the Seller/Supplier’s risk and expense pending infringing item, (b) modify the latter's specific instructionsinfringing item so that it no longer infringes but remains equivalent, or return them to Seller/Supplier (c) obtain for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting of any continue using such defective or otherwise nonconforming goods, and Seller/Supplier shall assume all risk of loss or damage in transit to goods returned by Purchaser pursuant to the present terms and conditions of purchaseitem.

Warranties and Remedies. 6.1 Seller/Supplier warrants that the goods and/or services to be furnished/provided in accordance with the Conditions and individual Agreements shall (a) be free and clear of all liens and encumbrances, (b) be merchantable; (c) be free from any defects in design, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaser, to any representations with respect thereto previously made by Seller/Supplier, and be fit for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favour favor of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warranties), Purchaser may, at its option and in addition to its other remedies, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting of any such defective or otherwise nonconforming goods, and Seller/Supplier shall assume all risk of loss or damage in transit to goods returned by Purchaser pursuant to the present terms and conditions of purchase.

Warranties and Remedies. 6.1 Seller/Supplier Unless otherwise specified on the face hereof, Seller warrants to Buyer that the goods and/or services Product will, at the time of delivery, conform to the quality parameters or Specifications identified on the face hereof; that it will convey good title to Product delivered hereunder; and that Product shall be furnished/provided in accordance with the Conditions and individual Agreements shall (a) be free and clear of all liens and encumbrances, (b) be merchantable; (c) be delivered free from any defects in designlawful security interest, material lien or workmanship encumbrance (latent the “Warranty”). Seller makes no other representation or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaser, to warranty of any representations kind with respect thereto previously made to the Product, whether used alone or in combination with other materials. ANY OTHER WARRANTY, CONDITION, REPRESENTATION OR TERM WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED IN THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, OR OTHERWISE, IS HEREBY EXPRESSLY EXCLUDED to the full extent permitted by law. In the event of a breach of the Warranty by Seller/Supplier, Xxxxx’s sole remedies shall be, at Buyer’s option, either: (i) a refund to Buyer of the purchase price paid by Buyer for non-conforming Product and be fit the transportation costs incurred by Buyer in transporting the Product to Buyer’s facility or, at Buyer’s request, credit to Xxxxx’s account of the amount of said price or (ii) replacement of the non- conforming Product with conforming Product. Alternatively, Xxxxx and Seller may, on a case by case basis, mutually agree in writing to waive the requirement for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favour of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not Product to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warranties)Warranty in exchange for a price adjustment. If Buyer elects to replace the non-conforming Product, Purchaser maythen Seller shall be liable for the reasonable costs involved in obtaining and shipping the replacement Product; provided, at its option and in addition to its other remedieshowever, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser that Seller shall also have the right to cancel make the arrangements on behalf of Buyer for replacement of non- conforming Product. Upon Seller’s request, Buyer shall return the non- conforming Product to Seller or otherwise dispose of the non-conforming Product, which is the subject of the refund, credit or replacement, with any unprovided portion of any Order. Purchaser shall be reimbursed reasonable costs incurred by Seller/Supplier for all of its costs and expenses Buyer in connection with the storage, handling, packing and/or transporting such return or disposition to be for Seller’s account. Xxxxx must notify Seller in writing of any claim for an alleged breach of Warranty within ninety (90) days of Buyer’s receipt of Product. After expiration of such defective or otherwise nonconforming goodsninety (90) day period, and Seller/Supplier shall assume all risk Xxxxx will not be entitled to any of loss or damage the remedies provided herein if Seller has not been notified in transit to goods returned by Purchaser pursuant to the present terms and conditions writing of purchasean alleged breach of Warranty.

Warranties and Remedies. 6.1 Seller/Supplier All Products, and the components and materials utilized in any assembled or customized Products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer's standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Ahead or the applicable Product manufacturer. Ahead represents, warrants and covenants that the goods and/or services to be furnished/provided (i) Ahead shall perform all Services, if any, in material accordance with the Conditions specifications set forth in the Price Quote and individual Agreements (ii) the functions and features of the Services and related deliverables shall operate in the manner described in the applicable Price Quote for thirty (30) days from the completion thereof. Customer’s exclusive remedy, if any, under these warranties is limited, at Ahead’s election, to any one of (a) be free and clear refund of all liens and encumbrances, Customer’s purchase price, (b) repair by Ahead or the manufacturer of any Products found to be merchantable; defective, or (c) be free from any defects in design, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaser, to any representations with respect thereto previously made by Seller/Supplier, and be fit for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favour of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warranties), Purchaser may, at its option and in addition to its other remedies, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting replacement of any such defective Product. Notwithstanding anything contained herein to the contrary, to the extent a manufacturer requires Products to be installed by Ahead or otherwise nonconforming goodssuch manufacturer in order for a warranty to be valid, neither Ahead nor the Product manufacturer shall provide a warranty for any Products which are not installed, as applicable, by Ahead or the Product manufacturer. EXCEPT AS SET FORTH HEREIN, AHEAD MAKES NO OTHER WARRANTIES, WRITTEN OR ORAL. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY SPECIFICALLY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. Customer acknowledges that it does not rely on, and Seller/Supplier shall assume all risk waives any claim for breach of, any representations and warranties which are not confirmed in writing by Ahead. Ahead shall, after Products are tendered to Customer, have no liability in respect of loss any changes in quality of the Products arising from storage or damage in transit to goods returned by Purchaser pursuant to transportation of the present terms and conditions Products or from willful damages, negligence, abnormal working conditions, misuse or alteration of purchasethe Products.