Common use of Warranties, Remedies and Limitations Clause in Contracts

Warranties, Remedies and Limitations. 12.1 Daramic warrants that the Separators used in the construction of lead-acid batteries hereunder do not or will not infringe any patent of the country of original manufacture by Daramic. Daramic shall defend and hold Exide harmless from and against any and all claims, liabilities and costs (including reasonable attorneys' fees) incurred by Exide as a result of any breach of this non-infringement warranty. Daramic's liability under this warranty is conditioned upon (i) Exide giving prompt written notice of any claim of patent infringements made against Exide, (ii) Exide making available to Daramic all information available to Exide in respect of the claim, and (iii) Exide's granting Daramic control of its settlement and/or litigation, provided, however, that Daramic shall not settle or compromise any claim in a matter that affects the rights or interests of Exide without Exide's prior written consent and further provided that if Exide's consent is not granted, then Daramic's obligation to defend and hold Exide harmless shall cease and be of no further force and effect as it relates to the particular claim in question. Daramic may discontinue delivery of Separators if, in Daramic's opinion, its manufacture would constitute patent infringement. Daramic makes no warranty against patent infringement resulting from use of Separators in combination with other materials or in the operation of any process or resulting from the production of Separators using specifications approved, provided or required by Exide, and if a claim, suit or action is based thereon, Exide shall defend, indemnify and hold Daramic harmless therefrom.

Warranties, Remedies and Limitations. 12.1 12.1. Daramic warrants that the Separators used in the construction of lead-acid batteries hereunder do not or will not infringe any patent of the country of original manufacture by Daramic. Daramic shall defend and hold Exide harmless from and against any and all claims, liabilities and costs (including reasonable attorneys' ’ fees) incurred by Exide as a result of any breach of this non-infringement warranty. Daramic's ’s liability under this warranty is conditioned upon (i) Exide giving prompt written notice of any claim of patent infringements made against Exide, (ii) Exide making available to Daramic all information available to Exide in respect of the claim, and (iii) Exide's ’s granting Daramic control of its settlement and/or litigation, provided, however, that Daramic shall not settle or compromise any claim in a matter that affects the rights or interests of Exide without Exide's ’s prior written consent and further provided that if Exide's ’s consent is not granted, then Daramic's ’s obligation to defend and hold Exide harmless shall cease and be of no further force and effect as it relates to the particular claim in question. Daramic may discontinue delivery of Separators if, in Daramic's ’s opinion, its manufacture would constitute patent infringement. Daramic makes no warranty against patent infringement resulting from use of Separators in combination with other materials or in the operation of any process or resulting from the production of Separators using specifications approved, provided or required by Exide, and if a claim, suit or action is based thereon, Exide shall defend, indemnify and hold Daramic harmless therefrom. 12.2. DARAMIC WARRANTS THAT IT WILL PRODUCE THE SEPARATORS IN A GOOD AND WORKMANLIKE MANNER AND THAT THE SEPARATORS DELIVERED TO EXIDE WILL CONFORM TO THE SPECIFICATIONS. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE INCLUDED. DARAMIC ALSO WARRANTS TO EXIDE THAT IT WILL CONVEY GOOD TITLE TO THE SEPARATORS SOLD AND DELIVERED HEREUNDER FREE OF ANY LIENS AND ENCUMBRANCES. DARAMIC HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS SECTION 12. THE REMEDIES OF EXIDE FOR ANY BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION 12 SHALL, SUBJECT TO THE OTHER TERMS OF THIS AGREEMENT, BE THE REPLACEMENT OF THE NONCONFORMING PRODUCT OR, IN THE SOLE DISCRETION OF EXIDE, REFUND FOR THE PRICE PAID FOR ANY NONCONFORMING PRODUCT, TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES WILL BE BINDING UPON DARAMIC UNLESS IN WRITING, SIGNED BY AN OFFICER OF DARAMIC.

Warranties, Remedies and Limitations. 12.1 11.1 Daramic warrants that the Separators Qualified Products used in the construction of lead-acid batteries hereunder do not or will not infringe any patent of the country of original manufacture by Daramic. Daramic shall defend and hold Exide harmless from and against any and all claims, liabilities and costs (including reasonable attorneys' ’ fees) incurred by Exide as a result of any breach of this non-infringement warranty. Daramic's ’s liability under this warranty is conditioned upon (i) Exide giving prompt written notice of any claim of patent infringements made against Exide, (ii) Exide making available to Daramic all information available to Exide in respect of the claim, and (iii) Exide's ’s granting Daramic control of its settlement and/or litigation, provided, however, that Daramic shall not settle or compromise any claim in a matter that affects the rights or interests of Exide without Exide's ’s prior written consent and further provided that if Exide's ’s consent is not granted, then Daramic's ’s obligation to defend and hold Exide harmless shall cease and be of no further force and effect as it relates to the particular claim in question. Daramic may discontinue delivery of Separators Qualified Products if, in Daramic's ’s opinion, its manufacture would constitute patent infringement. Daramic makes no warranty against patent infringement resulting from use of Separators Qualified Products in combination with other materials or in the operation of any process or resulting from the production of Separators Qualified Products using specifications approved, provided or required by Exide, and if a claim, suit or action is based thereon, Exide shall defend, indemnify and hold Daramic harmless therefrom. 11.2 DARAMIC WARRANTS THAT IT WILL PRODUCE THE QUALIFIED PRODUCTS IN A GOOD AND WORKMANLIKE MANNER AND THAT THE QUALIFIED PRODUCTS DELIVERED TO EXIDE WILL CONFORM TO THE SPECIFICATIONS. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE INCLUDED. DARAMIC ALSO WARRANTS TO EXIDE THAT IT WILL CONVEY GOOD TITLE TO THE QUALIFIED PRODUCTS SOLD AND DELIVERED HEREUNDER FREE OF ANY LIENS AND ENCUMBRANCES. DARAMIC HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS SECTION 11. THE REMEDIES OF EXIDE FOR ANY BREACH OF WARRANTY SHALL, SUBJECT TO THE OTHER TERMS OF THIS AGREEMENT, BE THE REPLACEMENT OF THE NONCONFORMING PRODUCT OR, IN THE SOLE DISCRETION OF EXIDE, REFUND FOR THE PRICE PAID FOR ANY NONCONFORMING PRODUCT, TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES WILL BE BINDING UPON DARAMIC UNLESS IN WRITING, SIGNED BY AN OFFICER OF DARAMIC.

Warranties, Remedies and Limitations. 12.1 11.1 Daramic warrants that the Separators Qualified Products used in the construction of lead-acid batteries hereunder do not or will not infringe any patent of the country of original manufacture by Daramic. Daramic shall defend and hold Exide harmless from and against any and all claims, liabilities and costs (including reasonable attorneys' fees) incurred by Exide as a result of any breach of this non-infringement warranty. Daramic's liability under this warranty is conditioned upon (i) Exide giving prompt written notice of any claim of patent infringements made against Exide, (ii) Exide making available to Daramic all information available to Exide in respect of the claim, and (iii) Exide's granting Daramic control of its settlement and/or litigation, provided, however, that Daramic shall not settle or compromise any claim in a matter that affects the rights or interests of Exide without Exide's prior written consent and further provided that if Exide's consent is not granted, then Daramic's obligation to defend and hold Exide harmless shall cease and be of no further force and effect as it relates to the particular claim in question. Daramic may discontinue delivery of Separators Qualified Products if, in Daramic's opinion, its manufacture would constitute patent infringement. Daramic makes no warranty against patent infringement resulting from use of Separators Qualified Products in combination with other materials or in the operation of any process or resulting from the production of Separators Qualified Products using specifications approved, provided or required by Exide, and if a claim, suit or action is based thereon, Exide shall defend, indemnify and hold Daramic harmless therefrom. 11.2 DARAMIC WARRANTS THAT IT WILL PRODUCE THE QUALIFIED PRODUCTS IN A GOOD AND WORKMANLIKE MANNER AND THAT THE QUALIFIED PRODUCTS DELIVERED TO EXIDE WILL CONFORM TO THE SPECIFICATIONS. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE INCLUDED. DARAMIC ALSO WARRANTS TO EXIDE THAT IT WILL CONVEY GOOD TITLE TO THE QUALIFIED PRODUCTS SOLD AND DELIVERED HEREUNDER FREE OF ANY LIENS AND ENCUMBRANCES. DARAMIC HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS SECTION 11. THE REMEDIES OF EXIDE FOR ANY BREACH OF WARRANTY SHALL, SUBJECT TO THE OTHER TERMS OF THIS AGREEMENT, BE THE REPLACEMENT OF THE NONCONFORMING PRODUCT OR, IN THE SOLE DISCRETION OF EXIDE, REFUND FOR THE PRICE PAID FOR ANY NONCONFORMING PRODUCT, TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES WILL BE BINDING UPON DARAMIC UNLESS IN WRITING, SIGNED BY AN OFFICER OF DARAMIC.

Warranties, Remedies and Limitations. 12.1 11.1 Daramic warrants that the Separators Qualified Products used in the construction of lead-acid batteries hereunder do not or will not infringe any patent of the country of original manufacture by Daramic. Daramic shall defend and hold Exide harmless from and against any and all claims, liabilities and costs (including reasonable attorneys' fees) incurred by Exide as a result of any breach of this non-infringement warranty. Daramic's liability under this warranty is conditioned upon (i) Exide giving prompt written notice of any claim of patent infringements made against Exide, (ii) Exide making available to Daramic all information available to Exide in respect of the claim, and (iii) Exide's granting Daramic control of its settlement and/or litigation, provided, however, that Daramic shall not settle or compromise any claim in a matter that affects the rights or interests of Exide without Exide's prior written consent and further provided that if Exide's consent is not granted, then Daramic's obligation to defend and hold Exide harmless shall cease and be of no further force and effect as it relates to the particular claim in question. Daramic may discontinue delivery of Separators Qualified Products if, in Daramic's opinion, its manufacture would constitute patent infringement. Daramic makes no warranty against patent infringement resulting from use of Separators Qualified Products in combination with other materials or in the operation of any process or resulting from the production of Separators Qualified Products using specifications approved, provided or required by Exide, and if a claim, suit or action is based thereon, Exide shall defend, indemnify and hold Daramic harmless therefrom.

Warranties, Remedies and Limitations. 12.1 11.1 Daramic warrants that the Golf Cart Separators used in the construction of lead-acid golf cart batteries hereunder do not or will not infringe any patent of the country of original manufacture by Daramic. Daramic shall defend and hold Exide harmless from and against any and all claims, liabilities and costs (including reasonable attorneys' ’ fees) incurred by Exide as a result of any breach of this non-infringement warranty. Daramic's ’s liability under this warranty is conditioned upon (i) Exide giving prompt written notice of any claim of patent infringements made against Exide, (ii) Exide making available to Daramic all information available to Exide in respect of the claim, and (iii) Exide's ’s granting Daramic control of its settlement and/or litigation, provided, however, that Daramic shall not settle or compromise any claim in a matter that affects the rights or interests of Exide without Exide's ’s prior written consent and further provided that if Exide's ’s consent is not granted, then Daramic's ’s obligation to defend and hold Exide harmless shall cease and be of no further force and effect as it relates to the particular claim in question. Daramic may discontinue delivery of Golf Cart Separators if, in Daramic's ’s opinion, its their manufacture would constitute patent infringement. Daramic makes no warranty against patent infringement resulting from use of Golf Cart Separators in combination with other materials or in the operation of any process or resulting from the production of Golf Cart Separators using specifications approved, provided or required by Exide, and if a claim, suit or action is based thereon, Exide shall defend, indemnify and hold Daramic harmless therefrom. 11.2 DARAMIC WARRANTS THAT IT WILL PRODUCE THE GOLF CART SEPARATORS IN A GOOD AND WORKMANLIKE MANNER AND THAT THE GOLF CART SEPARATORS DELIVERED TO EXIDE WILL CONFORM TO THE SPECIFICATIONS. WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE INCLUDED. DARAMIC ALSO WARRANTS TO EXIDE THAT IT WILL CONVEY GOOD TITLE TO THE GOLF CART SEPARATORS SOLD AND DELIVERED HEREUNDER FREE OF ANY LIENS AND ENCUMBRANCES. DARAMIC HEREBY EXCLUDES AND DISCLAIMS ALL WARRANTIES EXCEPT THOSE EXPRESSLY SET FORTH IN THIS SECTION 11. THE REMEDIES OF EXIDE FOR ANY BREACH OF WARRANTY SHALL, SUBJECT TO THE OTHER TERMS OF THIS AGREEMENT, BE THE REPLACEMENT OF THE NONCONFORMING PRODUCT OR, IN THE SOLE DISCRETION OF EXIDE, REFUND FOR THE PRICE PAID FOR ANY NONCONFORMING PRODUCT, TO THE EXCLUSION OF ANY AND ALL OTHER REMEDIES, INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES. NO AGREEMENT VARYING OR EXTENDING THE FOREGOING WARRANTIES WILL BE BINDING UPON DARAMIC UNLESS IN WRITING, SIGNED BY AN OFFICER OF DARAMIC.