Common use of Warranties; Remedies Clause in Contracts

Warranties; Remedies. (a) In addition to any other express and implied warranties provided by law or otherwise, Seller warrants that each Product (whether goods or services) shall: (i) be original (in the case of works of authorship) or new and conform to this Purchase Order in all respects; (ii) conform to all specifications, drawings, samples and other descriptions furnished and/or specified by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (iv) be free from all defects in design, workmanship and materials and be of highest quality and workmanship. Seller shall comply with all quality requirements and procedures established by Buyer or Buyer’s customer, as revised from time to time. Seller's warranty term for Products shall be coterminous with the warranty extended to Buyer's customers by Buyer. Seller’s liability for breach of warranties given herein may be determined by Xxxxx's analysis of a sample of Product against which claims are made that the Product is defective. Seller may participate in such analysis in accordance with Buyer's procedure which is subject to change by Buyer from time to time. At all reasonable times, Buyer and Xxxxx’s customer may inspect and/or test the Products to be furnished under this Purchase Order at the locations where the work is being performed. Buyer may conduct one hundred percent (100%) inspection of Products or any lot of Products or, at Buyer’s option, Buyer may select and inspect samples thereof, and Buyer shall have the right to reject all or any portion of the Products or lot of Products as any such inspection reveals that any Product is defective or nonconforming. (b) Seller also expressly warrants that title to all of the Products shall be vested in Buyer free and clear of any and all liens, encumbrances and future obligations or restrictions of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment. (c) Upon any breach of warranty, in addition to all other remedies hereunder or under applicable law or in equity, Buyer may: (i) cancel all or any portion of this Purchase Order, (ii) require the Seller to repair or replace any or all Products, at Buyer's option and at Seller's sole expense, either at Buyer's Plant or at any other location designated by Buyer, (iii) return nonconforming Product to Seller and request that Seller investigate the nonconformity and submit an action plan to Buyer to correct the nonconformity in a timely manner, at Seller’s expense; (iv) require the Seller to pay all transportation and other charges arising from delivery, storage and return of Products, (v) purchase replacement Products from a Third Party and charge the same to Seller; and/or (vi) collect from Seller all costs and expenses (including attorneys' fees) incurred by Buyer as a result of Seller's unreasonable denial or enforcement of the warranties provided herein. (d) Upon the occurrence of a recall or customer satisfaction campaign that is determined to be necessary by Buyer, its customer, an original equipment manufacturer, or a government authority, where Buyer determines one of the potential causes is attributable to Seller, Seller will be liable to Buyer for all costs and expenses related thereto, including but not limited to: customer chargebacks to Buyer, costs of inspection, sorting and replacing nonconforming goods, and expenses resulting from production interruptions, to the extent the cause is attributable to Seller. If Xxxxx’s customer debits the Buyer’s account pending final determination of responsibility, then Xxxxx may debit Seller’s account on the same basis, to the extent the cause is attributable to Seller under this paragraph.

Warranties; Remedies. (a) In addition to any other express and implied warranties provided by law or otherwiseits standard warranty and/or service guaranty, Seller warrants that each Product the goods to be furnished hereunder shall (whether goods or services) shall: (ia) be original free and clear of all liens and encumbrances, good and merchantable title thereto being in Seller, (in the case of works of authorship) or new and conform to this Purchase Order in all respects; (ii) conform to all specifications, drawings, samples and other descriptions furnished and/or specified by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (ivb) be free from all any defects in design, material or workmanship (latent or otherwise) and materials of good and merchantable quality, (c) be new, not used, refurbished or reconstituted, (d) conform to Buyer’s specifications, and to the sample approved by Buyer (if any), and with representations with respect thereto previously made by Seller, and be fit for the use intended by Buyer, and (e) comply and have been produced, processed, packaged, labeled, delivered and sold in conformity with all applicable national, federal, provincial, state and local laws, regulations, standards and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favor of highest quality Buyer, its successors and workmanshipassigns and its customers, whether direct or indirect. Seller shall comply with determine the particular purposes for which all quality requirements goods and procedures established services purchased by Buyer are required, and shall utilize its skill and judgment to select and furnish suitable goods and services; Seller acknowledges that Buyer is relying on Seller to do so. If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Buyer’s customerspecifications or any other requirements hereof (including without limitation Seller’s warranties), Buyer may, at its option and in addition to its other remedies, retain such goods at an adjusted price, hold such goods at Seller’s risk and expense pending Seller’s specific instructions, or return them to Seller at Seller’s expense for replacement, credit or refund, as revised from time to time. Seller's warranty term for Products Buyer shall be coterminous with the warranty extended to Buyer's customers by Buyer. Seller’s liability for breach of warranties given herein may be determined by Xxxxx's analysis of a sample of Product against which claims are made that the Product is defective. Seller may participate in such analysis in accordance with Buyer's procedure which is subject to change by Buyer from time to time. At all reasonable times, Buyer and Xxxxx’s customer may inspect and/or test the Products to be furnished under this Purchase Order at the locations where the work is being performeddirect. Buyer may conduct one hundred percent (100%) inspection of Products or any lot of Products or, at Buyer’s option, Buyer may select and inspect samples thereof, and Buyer shall also have the right to reject all or cancel any portion unshipped portions of the Products or lot of Products as any such inspection reveals that any Product is defective or nonconforming. (b) order. Buyer shall be reimbursed by Seller also expressly warrants that title to for all of the Products shall be vested in Buyer free and clear of any and all liens, encumbrances and future obligations or restrictions of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment. (c) Upon any breach of warranty, in addition to all other remedies hereunder or under applicable law or in equity, Buyer may: (i) cancel all or any portion of this Purchase Order, (ii) require the Seller to repair or replace any or all Products, at Buyer's option and at Seller's sole expense, either at Buyer's Plant or at any other location designated by Buyer, (iii) return nonconforming Product to Seller and request that Seller investigate the nonconformity and submit an action plan to Buyer to correct the nonconformity in a timely manner, at Seller’s expense; (iv) require the Seller to pay all transportation and other charges arising from delivery, storage and return of Products, (v) purchase replacement Products from a Third Party and charge the same to Seller; and/or (vi) collect from Seller all its costs and expenses (including attorneys' fees) incurred by Buyer as a result in connection with the storage, handling, packing and/or transporting of Seller's unreasonable denial any such defective or enforcement of the warranties provided herein. (d) Upon the occurrence of a recall or customer satisfaction campaign that is determined to be necessary by Buyer, its customer, an original equipment manufacturer, or a government authority, where Buyer determines one of the potential causes is attributable to Seller, Seller will be liable to Buyer for all costs and expenses related thereto, including but not limited to: customer chargebacks to Buyer, costs of inspection, sorting and replacing otherwise nonconforming goods, and expenses resulting from production interruptionsSeller shall assume all risk of loss or damage in transit to goods returned by Buyer pursuant hereto. Seller further warrants that it has not offered, promised or provided anything of value to the extent the cause is attributable to Seller. If Xxxxx’s customer debits the Buyer’s account pending final determination any employee or agent of responsibility, then Xxxxx may debit Seller’s account on the same basis, to the extent the cause is attributable to Seller under Buyer in connection with this paragraphoffer.

Warranties; Remedies. (a) In addition to any other express and implied warranties provided by law or otherwise, Seller warrants that each Product (whether goods or services) shall: (i) be original (in the case of works of authorship) or new and conform to this Purchase Order in all respects; ; (ii) conform to all specifications, drawings, samples and other descriptions furnished and/or specified by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (iv) be free from all defects in design, workmanship and materials and be of highest quality and workmanship. Seller shall comply with all quality requirements and procedures established by Buyer or Buyer’s customer, as revised from time to time. Seller's warranty term for Products shall be coterminous with the warranty extended to Buyer's customers by BuyerXxxxx. Seller’s 's liability for breach of warranties given herein may be determined by Xxxxx's analysis of a sample of Product against which claims are made that the Product is defective. Seller may participate in such analysis in accordance with Buyer's procedure which is subject to change by Buyer from time to time. At all reasonable times, Buyer and Xxxxx’s customer may inspect and/or test the Products to be furnished under this Purchase Order at the locations where the work is being performed. Buyer may conduct one hundred percent (100%) inspection of Products or any lot of Products or, at Buyer’s option, Buyer may select and inspect samples thereof, and Buyer shall have the right to reject all or any portion of the Products or lot of Products as any such inspection reveals that any Product is defective or nonconformingprocedure. (b) Seller also expressly warrants that title to all of the Products shall be vested in Buyer free and clear of any and all liens, liens and encumbrances and future obligations or restrictions of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment. (c) Upon any breach of warranty, in addition to all other remedies hereunder or under applicable law or in equity, Buyer may: may (i) cancel all or any portion of this Purchase Order, (ii) require the Seller to repair or replace any or all Products, at Buyer's option and at Seller's sole expense, either at Buyer's Plant or at any other location designated by Buyer, (iii) return nonconforming Product to Seller and request that Seller investigate the nonconformity and submit an action plan to Buyer to correct the nonconformity in a timely manner, at Seller’s expense; (iv) require the Seller to pay all transportation and other charges arising from delivery, storage and return of Products, Products (viv) purchase replacement Products from a Third Party and charge the same to Seller; and/or (vi) collect from Seller all costs and expenses (including attorneys' fees) incurred by Buyer as a result of Seller's unreasonable denial or enforcement of the warranties provided herein. (d) Upon the occurrence of a recall or customer satisfaction campaign that is determined to be necessary by Buyer, its customer, an original equipment manufacturer, or a government authority, where Buyer determines one of the potential causes is attributable to Seller, Seller will be liable to Buyer for all costs and expenses related thereto, including but not limited to: customer chargebacks to Buyer, costs of inspection, sorting and replacing nonconforming goods, and expenses resulting from production interruptions, to the extent the cause is attributable to Seller. If Xxxxx’s customer debits the Buyer’s account pending final determination of responsibility, then Xxxxx may debit Seller’s account on the same basis, to the extent the cause is attributable to Seller under this paragraph.and/or

Warranties; Remedies. 7.1 In addition to all implied and express warranties available under the Uniform Commercial Code ("UCC") and/or these Terms, Seller warrants that: (a) all Goods and Services will be free from any encumbrance and conform to all Requirements and the applicable Order; (b) all Goods will be without any defect in design (except to the extent designed by Aearo), manufacture, processing, materials and workmanship; (c) all Goods will be made or processed, and all Services will be performed, in compliance with all laws applicable to Seller and its business and with sound environmental, health and safety practices consistent with 3M Company’s Supply Chain Policies (which Aearo has adopted) regarding EHS, Transportation, Labor/Human Resources and Supplied Materials available at xxx.0X.xxx/xxxxxxxxxxxxxxxxxxx. Seller also warrants that: (x) Seller has the expertise, and resources to perform its obligations under any Order (including these Terms); (y) no Good or Service infringes on any third party's intellectual property rights; and (z) Seller has no third party obligations that conflict in any way with Seller's obligations under these Terms. 7.2 In addition to all available remedies, Aearo may reject any other express and implied warranties provided by law Goods or otherwiseServices not meeting Seller's warranties, Seller warrants that each Product (whether goods or services) shall: (i) be original (in the case of works of authorship) or new and conform to this Purchase Order in all respects;and: (iia) conform obtain substitutes and offset, or require Seller to reimburse Aearo for, all specifications, drawings, samples and other descriptions furnished and/or specified by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (iv) be free from all defects in design, workmanship and materials and be of highest quality and workmanship. Seller shall comply with all quality requirements and procedures established by Buyer or Buyer’s customer, as revised from time to time. Seller's warranty term for Products shall be coterminous additional costs associated with the warranty extended to Buyer's customers by Buyer. substitutes; or (b) require Seller’s liability for breach of warranties given herein may be determined by Xxxxx's analysis of a sample of Product against which claims are made that the Product is defective. Seller may participate in such analysis in accordance with Buyer's procedure which is subject to change by Buyer from time to time. At all reasonable times, Buyer and Xxxxx’s customer may inspect and/or test the Products to be furnished under this Purchase Order at the locations where the work is being performed. Buyer may conduct one hundred percent (100%) inspection of Products or any lot of Products or, at BuyerAearo’s option, Buyer may select to either replace the affected Goods or re-perform the affected Services without charge, or to reimburse Aearo that Good's price, plus any Aearo Material's delivered cost, or that Service's price. Aearo may, but is not obligated to, inspect or test Goods and inspect samples thereofServices at Aearo’s premises, and Buyer shall have the right to reject all Seller’s premises or any portion of the Products or lot of Products as any such inspection reveals that any Product is defective or nonconforming. (b) Seller also expressly warrants that title to all of the Products shall be vested in Buyer free and clear those of any and all liens, encumbrances and future obligations or restrictions Seller subcontractor performing under an Order. Xxxxx’s acceptance of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment. (c) Upon or payment for any breach Good or Service does not waive any of warranty, in addition to all other remedies hereunder or under applicable law or in equity, Buyer may: (i) cancel all or any portion of this Purchase Order, (ii) require the Seller to repair or replace any or all Products, at Buyer's option and at Seller's sole expense, either at Buyer's Plant or at any other location designated by Buyer, (iii) return nonconforming Product to Seller and request that Seller investigate the nonconformity and submit an action plan to Buyer to correct the nonconformity in a timely manner, at Seller’s expense; (iv) require the Seller to pay all transportation and warranties or other charges arising from delivery, storage and return of Products, (v) purchase replacement Products from a Third Party and charge the same to Seller; and/or (vi) collect from Seller all costs and expenses (including attorneys' fees) incurred by Buyer as a result of Seller's unreasonable denial or enforcement of the warranties provided herein. (d) Upon the occurrence of a recall or customer satisfaction campaign that is determined to be necessary by Buyer, its customer, an original equipment manufacturer, or a government authority, where Buyer determines one of the potential causes is attributable to Seller, obligations. Seller will be liable use its best efforts to Buyer for all costs and expenses related thereto, including but not limited to: customer chargebacks to Buyer, costs of inspection, sorting and replacing nonconforming goodsassist Xxxxx in investigation of, and expenses resulting from production interruptionscorrective action for, Aearo customer complaints related to the extent the cause is attributable to Seller. If Xxxxx’s customer debits the Buyer’s account pending final determination of responsibility, then Xxxxx may debit Seller’s account on the same basis, to the extent the cause is attributable to Seller under this paragraphGoods and/or Services.

Warranties; Remedies. (a) Enzo hereby warrants and agrees that: A. All Product delivered pursuant to this Agreement shall be free from material defects in materials and workmanship, and shall conform to the Product specifications set forth on Schedule A. B. In addition to any other express and implied warranties provided by law or otherwise, Seller warrants remedies that each Product (whether goods or services) shall: (i) be original (in the case of works of authorship) or new and conform to this Purchase Order in all respects; (ii) conform to all specifications, drawings, samples and other descriptions furnished and/or specified by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (iv) be free from all defects in design, workmanship and materials and be of highest quality and workmanship. Seller shall comply with all quality requirements and procedures established by Buyer or Buyer’s customer, as revised from time to time. Seller's warranty term for Products shall be coterminous with the warranty extended to Buyer's customers by Buyer. Seller’s liability for breach of warranties given herein Kaire may be determined by Xxxxx's analysis of a sample of Product against which claims are made that the Product is defective. Seller may participate in such analysis in accordance with Buyer's procedure which is subject to change by Buyer from time to time. At all reasonable times, Buyer and Xxxxx’s customer may inspect and/or test the Products to be furnished under this Purchase Order at the locations where the work is being performed. Buyer may conduct one hundred percent (100%) inspection of Products or any lot of Products or, at Buyer’s option, Buyer may select and inspect samples thereof, and Buyer shall have the right to reject all or any portion of the Products or lot of Products as any such inspection reveals that any Product is defective or nonconforming. (b) Seller also expressly warrants that title to all of the Products shall be vested in Buyer free and clear of any and all liens, encumbrances and future obligations or restrictions of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment. (c) Upon any breach of warranty, in addition to all other remedies hereunder or under applicable law or in equitylaw, Buyer may: Kaire may return any unit of the Product which does not satisfy any of the foregoing warranties at the time it is delivered to Kaire (i) cancel all or any portion of this Purchase Ordereach, (ii) require the Seller to repair or replace any or all Productsa "Rejected Product"), at Buyerany time within three months after the date of such delivery, to Enzo at Enzo's option risk and cost, and Enzo shall, if so directed by Kaire, at SellerEnzo's sole expense, either at Buyerdeliver a replacement, within ten (10) days from date of notification, which conforms to all requirements set forth in this Agreement to Kaire's Plant facility located in Longmont, Colorado. If a replacement is not requested, Enzo shall promptly return all payments which may have been made in respect to the Rejected Product, and Kaire need not pay for any units thereof for which payment has not yet been made. C. The warranties set forth in Subsections A and B of this Section 9 shall survive Kaire's acceptance of Products hereunder. X. Xxxxx may recall units of any Product or any particular manufacturing run thereof in the event that at any other location designated time, in the reasonable judgment of Kaire, as substantiated by Buyeran outside laboratory or similar reviewing agency, (iii) return nonconforming such recall is necessary by reason of non-conformity of such Product with its specifications. In the event such recall is necessary due to Seller and request that Seller investigate the nonconformity and submit an action plan to Buyer to correct the nonconformity in a timely mannerEnzo's breach of warranty hereunder, at Seller’s expense; (iv) require the Seller to pay all transportation and other charges arising from delivery, storage and return of Products, (v) purchase replacement Products from a Third Party and charge the same to Seller; and/or (vi) collect from Seller Enzo will bear all costs and expenses (including attorneys' fees) incurred by Buyer as a result of Seller's unreasonable denial or enforcement of the warranties provided hereinrecall. (d) Upon E. Enzo's warranty under this Section 9 shall be limited to the occurrence period of time ending on the "use by" date indicated on the packaging for the Product which is delivered to Kaire. Enzo makes and Kaire receives no warranty with respect to Product beyond such expiration date. Any distribution by Kaire of any product beyond its expiration date shall be at Kaire's sole risk. Similarly, any establishment by Kaire of an expiration date on either the product as it is packaged and/or distributed by Kaire or of a recall or customer satisfaction campaign that nutritional supplement in which the Product is determined to among the ingredients, which is longer than the Enzo expiration date for the Product which is distributed, shall be necessary by Buyer, its customer, an original equipment manufacturer, or a government authority, where Buyer determines one of the potential causes is attributable to Seller, Seller will be liable to Buyer for all costs and expenses related thereto, including but not limited to: customer chargebacks to Buyer, costs of inspection, sorting and replacing nonconforming goods, and expenses resulting from production interruptions, to the extent the cause is attributable to Seller. If Xxxxx’s customer debits the Buyer’s account pending final determination of responsibility, then Xxxxx may debit Seller’s account on the same basis, to the extent the cause is attributable to Seller under this paragraphat Kaire's sole risk.