Common use of WARRANTY AND QUALITY Clause in Contracts

WARRANTY AND QUALITY. ARK warrants that Product to be delivered hereunder shall be free and clear of any and all liens, encumbrances or defects in title and shall be conveyed to Heska with lawful and marketable title. ARK warrants that Product shall satisfy the performance specifications set forth in Appendix B. ARK will not make any changes to Product without first notifying Heska in writing at least ninety (90) days in advance of such changes and providing Heska with evidence that such changes do not alter the performance specifications of Product and obtaining Heska's consent in writing. ARK shall input normal reference ranges for animals supplied by Heska in writing into the Analyzers without modification by ARK. In the event that Heska determines that any shipment of Product to be delivered to it hereunder fail/s to conform to the performance specifications set forth in Appendix B, Heska shall promptly notify ARK and reasonably specify the manner in which Product fail/s to conform. ARK shall have the rights to make its own inspection and evaluation of the allegedly non-conforming Product and shall notify Heska, within twenty one (21) days after receipt of such information, including samples of the allegedly non-conforming Product from Heska, whether it has confirmed and accepted Heska's claim that Product are/is non-conforming. If ARK determines and confirms that Product are/is non-conforming, ARK shall replace, at no cost to Heska, the non-conforming Product at the earliest date after confirmation of Product non- conformance. ARK shall also bear the freight charges, insurance, duties and tariffs for return of all non-conforming Product to ARK from Heska. If, after evaluating the allegedly non-conforming Product, ARK believes that Product in question are/is conforming, ARK shall supply Heska with its written findings and request Heska to submit additional samples of Product to an independent third party, acceptable to both parties, for testing in accordance with and against the performance specifications set forth in Appendix B. The decision of such third party shall be final with respect to the alleged non-conforming Product and binding on both parties to this Agreement. If the decision of the third party is that Product are/is non-conforming, ARK shall pay the return freight, insurance, duties and tariffs with respect to Product shipped to Heska as well as all costs and expenses relating to the testing of Product by the independent third party. In addition, ARK shall supply Heska with a Certificate of Destruction certifying that Product have/has been destroyed in an environmentally safe manner. If the decision of the third party is that Product conform/s to the applicable specifications, Heska shall accept Product and shall be responsible for the return freight, insurance, duties, tariffs and all costs and expenses relating to the testing of Product by the independent third party. Each Product is warranted by ARK to be free from defects in materials and workmanship for a period of sixteen (16) months from the date of shipment from ARK to Heska. During the warranty period, ARK will provide Heska with all necessary warranty replacement parts at no charge. ARK's warranty obligation under this Article is limited to the repair or replacement of Product.

WARRANTY AND QUALITY. ARK AGB warrants that Product to be delivered the Products sold hereunder shall be free and clear of any and all liens, encumbrances or defects in title and shall be conveyed to Heska HESKA with lawful and marketable title. ARK AGB further warrants that Product the Products shall satisfy the performance specifications set forth in Appendix B. ARK Attachments 1 and 2. AGB will not make any changes to Product the Products without first (i) notifying Heska HESKA in writing at least ninety (90) days in advance of such changes and changes, (ii) providing Heska HESKA with satisfactory evidence that such changes do not alter the performance specifications of any Product or necessitate further regulatory filings for any Product, and (iii) obtaining Heska's HESKA’S consent in writing. ARK AGB shall input normal reference ranges for animals supplied by Heska HESKA in writing into the Analyzers instrument Products without modification by ARKAGB. The instrument Products are warranted by AGB to be free from defects in materials and workmanship for a period of twelve (12) months from the date of shipment from AGB to HESKA, and the test strip Products are warranted for a period of their remaining shelf lives, provided, however, AGB shall not ship test strip Products whose remaining shelf lives are less [***] at the time of shipment. AGB will use good faith efforts to provide the longest possible shelf life in excess of the minimum requirement of [***]. During the warranty period, AGB will promptly provide HESKA with all necessary warranty repair parts to have the non-conforming Products repaired by HESKA, or replacement of the non-conforming Products at no cost. AGB’s warranty obligation under this Section 2.1 is limited to the timely supply of free repair parts or free replacement of the non-conforming Products. In the event that Heska HESKA determines that any shipment of Product to be delivered to it hereunder fail/s the Products fails to conform to the their performance specifications set forth in Appendix BAttachments 1 and 2, Heska HESKA shall promptly notify ARK AGB and reasonably specify the manner in which Product fail/s the Products fail to conform. ARK AGB shall have the rights right to make its own inspection and evaluation of the allegedly non-conforming Product Products and shall notify HeskaHESKA, within twenty one (21) days after receipt of such information, including samples of the allegedly non-conforming Product Products from HeskaHESKA, whether it has confirmed and accepted Heska's HESKA’S claim that Product are/is the Products are non-conforming. If ARK AGB determines and confirms that Product are/is the Products are non-conforming, ARK AGB shall replace, at no cost to HeskaHESKA, the non-conforming Product Products at the earliest date after confirmation of Product non- the Products non-conformance. ARK AGB shall also bear the freight charges, insurance, duties and tariffs charges for return of all non-conforming Product Products to ARK AGB from HeskaHESKA. If, after evaluating the allegedly non-conforming ProductProducts, ARK AGB believes that Product the Products in question are/is are conforming, ARK AGB shall supply Heska HESKA with its written findings and request Heska HESKA to submit additional samples of Product the Products to an independent third party, acceptable to both parties, for testing in accordance with and against the performance specifications set forth in Appendix B. Attachments 1 and 2. The decision of such third party shall be final with respect to the alleged non-conforming Product Products and binding on both parties to this Agreement. If the decision of the third party is that Product are/is the Products are non-conforming, ARK AGB shall pay the return freight, insurance, duties and tariffs freight with respect to Product the Products shipped to Heska HESKA as well as all costs and expenses relating to the testing of Product the Products by the independent third party. In addition, ARK AGB shall supply Heska HESKA with a Certificate of Destruction certifying that Product have/has the non-conforming Products returned by HESKA have been destroyed in an environmentally safe manner. If the decision of the third party is that Product conform/s the Products conform to the applicable specificationsperformance specifications set forth in Attachments 1 and 2, Heska HESKA shall accept Product the Products and shall be responsible for the return freight, insurance, duties, tariffs freight and all costs and expenses relating to the testing of Product the Products by the independent third party. Each Product AGB shall, at its cost, comply and provide HESKA with certifications that the Products are in compliance with any applicable government regulations relating to the sale of the Products in the Territory, and manufacture in Japan or in China, as the case may be, including compliance with ISO 9001 or ISO 13485 requirements. HESKA agrees to take responsibility for timely providing AGB with such regulations in writing. AGB and HESKA shall cooperate in meeting all regulations or requirements of, and the guidelines published by, the U.S. Food and Drug Administration and any other applicable U.S. governmental regulatory agencies. AGB and HESKA, in consultation, shall use their best efforts to answer specific questions relating to quality assurance as soon as possible upon receipt of such questions. AGB warrants that shipping of Products is warranted by ARK to be free from defects in materials and workmanship for a period of sixteen (16) months from the date of shipment from ARK to Heska. During the warranty period, ARK will provide Heska compliance with all necessary warranty replacement parts at no charge. ARK's warranty obligation under this Article is limited to the repair or replacement applicable laws and government regulations of ProductJapan and/or China regarding exports.

WARRANTY AND QUALITY. ARK AGB warrants that Product to be delivered the Products sold hereunder shall be free and clear of any and all liens, encumbrances or defects in title and shall be conveyed to Heska HESKA with lawful and marketable title. ARK AGB further warrants that Product the Products shall satisfy the performance specifications set forth in Appendix B. ARK Attachments 1 and 2. AGB will not make any changes to Product the Products without first (i) notifying Heska HESKA in writing at least ninety (90) days in advance of such changes and changes, (ii) providing Heska HESKA with satisfactory evidence that such changes do not alter the performance specifications of any Product or necessitate further regulatory filings for any Product, and (iii) obtaining Heska's HESKA’S consent in writing. ARK AGB shall input normal reference ranges for animals supplied by Heska HESKA in writing into the Analyzers instrument Products without modification by ARKAGB. The instrument Products are warranted by AGB to be free from defects in materials and workmanship for a period of [***] from the date of shipment from AGB to HESKA, and the test strip Products are warranted for a period of their remaining shelf lives, provided, however, AGB shall not ship test strip Products whose remaining shelf lives are less [***] at the time of shipment. AGB will use good faith efforts to provide the longest possible shelf life in excess of the minimum requirement of [***]. During the warranty period, AGB will promptly provide HESKA with all necessary warranty repair parts to have the non-conforming Products repaired by HESKA, or replacement of the non-conforming Products at no cost. AGB’s warranty obligation under this Section 2.1 is limited to the timely supply of free repair parts or free replacement of the non-conforming Products. In the event that Heska HESKA determines that any shipment of Product to be delivered to it hereunder fail/s the Products fails to conform to the their performance specifications set forth in Appendix BAttachments 1 and 2, Heska HESKA shall promptly notify ARK AGB and reasonably specify the manner in which Product fail/s the Products fail to conform. ARK AGB shall have the rights right to make its own inspection and evaluation of the allegedly non-conforming Product Products and shall notify HeskaHESKA, within twenty one (21) days after receipt of such information, including samples of the allegedly non-conforming Product Products from HeskaHESKA, whether it has confirmed and accepted Heska's HESKA’S claim that Product are/is the Products are non-conforming. If ARK AGB determines and confirms that Product are/is the Products are non-conforming, ARK AGB shall replace, at no cost to HeskaHESKA, the non-conforming Product Products at the earliest date after confirmation of Product non- the Products non-conformance. ARK AGB shall also bear the freight charges, insurance, duties and tariffs charges for return of all non-conforming Product Products to ARK AGB from HeskaHESKA. If, after evaluating the allegedly non-conforming ProductProducts, ARK AGB believes that Product the Products in question are/is are conforming, ARK AGB shall supply Heska HESKA with its written findings and request Heska HESKA to submit additional samples of Product the Products to an independent third party, acceptable to both parties, for testing in accordance with and against the performance specifications set forth in Appendix B. Attachments 1 and 2. The decision of such third party shall be final with respect to the alleged non-conforming Product Products and binding on both parties to this Agreement. If the decision of the third party is that Product are/is the Products are non-conforming, ARK AGB shall pay the return freight, insurance, duties and tariffs freight with respect to Product the Products shipped to Heska HESKA as well as all costs and expenses relating to the testing of Product the Products by the independent third party. In addition, ARK AGB shall supply Heska HESKA with a Certificate of Destruction certifying that Product have/has the non-conforming Products returned by HESKA have been destroyed in an environmentally safe manner. If the decision of the third party is that Product conform/s the Products conform to the applicable specificationsperformance specifications set forth in Attachments 1 and 2, Heska HESKA shall accept Product the Products and shall be responsible for the return freight, insurance, duties, tariffs freight and all costs and expenses relating to the testing of Product the Products by the independent third party. Each Product AGB shall, at its cost, comply and provide HESKA with certifications that the Products are in compliance with any applicable government regulations relating to the sale of the Products in the Territory, and manufacture in Japan or in China, as the case may be, including compliance with ISO 9001 or ISO 13485 requirements. HESKA agrees to take responsibility for timely providing AGB with such regulations in writing. AGB and HESKA shall cooperate in meeting all regulations or requirements of, and the guidelines published by, the U.S. Food and Drug Administration and any other applicable U.S. governmental regulatory agencies. AGB and HESKA, in consultation, shall use their best efforts to answer specific questions relating to quality assurance as soon as possible upon receipt of such questions. AGB warrants that shipping of Products is warranted by ARK to be free from defects in materials and workmanship for a period of sixteen (16) months from the date of shipment from ARK to Heska. During the warranty period, ARK will provide Heska compliance with all necessary warranty replacement parts at no charge. ARK's warranty obligation under this Article is limited to the repair or replacement applicable laws and government regulations of ProductJapan and/or China regarding exports.

WARRANTY AND QUALITY. ARK warrants that Product to be delivered hereunder shall be free and clear of any and all liens, encumbrances or defects in title and shall be conveyed to Heska with lawful and marketable title. ARK warrants that Product shall satisfy the performance specifications set forth in Appendix B. ARK will not make any changes to Product without first notifying Heska in writing at least ninety (90) days in advance of such changes and providing Heska with evidence that such changes do not alter the performance specifications of Product and obtaining Heska's ’s consent in writing. ARK shall input normal reference ranges for animals supplied by Heska in writing into the Analyzers without modification by ARK. In the event that Heska determines that any shipment of Product to be delivered to it hereunder fail/s to conform to the performance specifications set forth in Appendix B, Heska shall promptly notify ARK and reasonably specify the manner in which Product fail/s to conform. ARK shall have the rights to make its own inspection and evaluation of the allegedly non-conforming Product and shall notify Heska, within twenty one (21) days after receipt of such information, including samples of the allegedly non-conforming Product from Heska, whether it has confirmed and accepted Heska's ’s claim that Product are/is non-conforming. If ARK determines and confirms that Product are/is non-conforming, ARK shall replace, at no cost to Heska, the non-conforming Product at the earliest date after confirmation of Product non- conformance. ARK shall also bear the freight charges, insurance, duties and tariffs for return of all non-conforming Product to ARK from Heska. If, after evaluating the allegedly non-conforming Product, ARK believes that Product in question are/is conforming, ARK shall supply Heska with its written findings and request Heska to submit additional samples of Product to an independent third party, acceptable to both parties, for testing in accordance with and against the performance specifications set forth in Appendix B. The decision of such third party shall be final with respect to the alleged non-conforming Product and binding on both parties to this Agreement. If the decision of the third party is that Product are/is non-conforming, ARK shall pay the return freight, insurance, duties and tariffs with respect to Product shipped to Heska as well as all costs and expenses relating to the testing of Product by the independent third party. In addition, ARK shall supply Heska with a Certificate of Destruction certifying that Product have/has been destroyed in an environmentally safe manner. If the decision of the third party is that Product conform/s to the applicable specifications, Heska shall accept Product and shall be responsible for the return freight, insurance, duties, tariffs and all costs and expenses relating to the testing of Product by the independent third party. Each Product is warranted by ARK to be free from defects in materials and workmanship for a period of sixteen (16) months from the date of shipment from ARK to Heska. During the warranty period, ARK will provide Heska with all necessary warranty replacement parts at no charge. ARK's ’s warranty obligation under this Article is limited to the repair or replacement of Product.