Common use of Warranty and Warranty Disclaimer Clause in Contracts

Warranty and Warranty Disclaimer. 8.1 Philips warrants that the replacement parts provided as described in Section 2.2.3 of this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) days from the date of installation (when installed by Philips) or thirty (30) days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt return of the part to Philips, Philips shall repair or replace such part. THE WARRANTIES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantability, fitness for a particular purpose, OR NONINFRINGEMENT WITH RESPECT to anything provided by PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT FOR ANY NON-CONFORMING SERVICE. Equipment Maintenance Intellectual Property (also known as Customer Service Intellectual Property (CSIP) License Terms.

Warranty and Warranty Disclaimer. 8.1 4.1 In addition to the warranty obligations described in this Agreement, Philips warrants that the any replacement parts or special service tools and Service provided as described in Section 2.2.3 of under this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) days from the date of installation (when installed by Philips) or thirty (30) days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment Covered System in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt then Customer shall promptly return of the part to Philips, Philips and Philips shall repair or replace such part. THE WARRANTIES WARRANITES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantabilityOF MERCHANTABILITY, fitness for a particular purposeFITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT to anything provided by TO ANYTHING PROVIDED BY PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-NON- CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT SYSTEM FOR ANY NON-CONFORMING SERVICE. 1. Equipment Maintenance Intellectual Property Philips holds and owns certain proprietary and trade secret information (also known "Philips Proprietary Information"), relating to the installation, service, maintenance, and repair of the products, whether or not manufactured or sold by Philips, including the Software and Documentation and any work product or diagnostic results derived therefrom, any oral, written, or electronically recorded information regarding the installation, service, maintenance, repair, construction, design, theory of design, theory of operation, diagnostic tools, teaching materials, hardware schematics, electrical schematics, software of any nature in any form and on any media, repair analysis techniques or maintenance of any Covered System, service notes, safety bulletins, installation manuals, service manuals, service diagnostic tools and techniques, and any other corresponding information of Philips or any of its predecessors, successors, affiliates, subsidiaries, or assigns. 2. Customer warrants that all Trainees attending any Philips training are Customer’s employees. For the purpose of this Attachment, the term "employee", or other words contemplating the same relationship as "employee", will have the same meaning as when the term is used by the Internal Revenue Service (as distinct from an “independent contractor”) to determine whether there is an obligation to withhold income taxes, withhold and pay Social Security and Medicare taxes, and pay unemployment tax on wages paid. 3. Prior to the disclosure or dissemination of any Philips Proprietary Information to Customer's Trainee(s) and prior to attending training, Customer Service Intellectual Property must deliver an original copy of the signed Customer Employee Non-Disclosure Agreement (CSIPAttachment 3-1) License Termsto Philips. The execution by Customer's Trainee(s) of Customer Employee Non- Disclosure Agreement and its delivery to Philips is a CONDITION PRECEDENT to Philips' obligation to train or otherwise disclose or disseminate any Philips Proprietary Information to said Customer Trainee(s). 4. Customer will treat any Philips Proprietary Information that is received in strictest confidence and will refrain from disclosing or disseminating any of the Philips Proprietary Information without Philips’ prior, express, written consent, except to those employees of Customer who have executed a Customer Employee Non-Disclosure Agreement. Except as permitted under this Attachment, Customer will not directly or indirectly disclose, copy, access, run, perform, display, disassemble, decompile, reverse engineer, modify, adapt, translate, create derivative works, distribute, sublicense, sell, assign, or otherwise transfer all, or any part, of the Proprietary Information, or cause or permit the Proprietary Information, or any part thereof, to be used by any persons, other than the Trainees, and only on the Covered System and at the applicable System Site. Except as permitted under this Attachment, Customer will not, directly or indirectly, permit or authorize its employees to use the Philips Proprietary Information.

Warranty and Warranty Disclaimer. 8.1 4.1 In addition to the warranty obligations described in this Agreement, Philips warrants that the any replacement parts or special service tools and Service provided as described in Section 2.2.3 of under this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) days from the date of installation (when installed by Philips) or thirty (30) days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment Covered System in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt then Customer shall promptly return of the part to Philips, Philips and Philips shall repair or replace such part. THE WARRANTIES WARRANITES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantabilityOF MERCHANTABILITY, fitness for a particular purposeFITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT to anything provided by TO ANYTHING PROVIDED BY PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-NON- CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT SYSTEM FOR ANY NON-CONFORMING SERVICE. 1. Equipment Maintenance Intellectual Property Philips holds and owns certain proprietary and trade secret information (also known "Philips Proprietary Information"), relating to the installation, service, maintenance, and repair of the products, whether or not manufactured or sold by Philips, including the Software and Documentation and any work product or diagnostic results derived therefrom, any oral, written, or electronically recorded information regarding the installation, service, maintenance, repair, construction, design, theory of design, theory of operation, diagnostic tools, teaching materials, hardware schematics, electrical schematics, software of any nature in any form and on any media, repair analysis techniques or maintenance of any Covered System, service notes, safety bulletins, installation manuals, service manuals, service diagnostic tools and techniques, and any other corresponding information of Philips or any of its predecessors, successors, affiliates, subsidiaries, or assigns. 2. Customer warrants that all Trainees attending any Philips training are Customer’s employees. For the purpose of this Attachment, the term "employee", or other words contemplating the same relationship as "employee", will have the same meaning as when the term is used by the Internal Revenue Service (as distinct from an “independent contractor”) to determine whether there is an obligation to withhold income taxes, withhold and pay Social Security and Medicare taxes, and pay unemployment tax on wages paid. 3. Prior to the disclosure or dissemination of any Philips Proprietary Information to Customer's Trainee(s) and prior to attending training, Customer Service Intellectual Property must deliver an original copy of the signed Customer Employee Non-Disclosure Agreement (CSIPAttachment 3-1) License Termsto Philips. The execution by Customer's Trainee(s) of Customer Employee Non- Disclosure Agreement and its delivery to Philips is a CONDITION PRECEDENT to Philips' obligation to train or otherwise disclose or disseminate any Philips Proprietary Information to said Customer Trainee(s). 4. Customer will treat any Philips Proprietary Information that is received in strictest confidence and will refrain from disclosing or disseminating any of the Philips Proprietary Information without Philips’ prior, express, written consent, except to those employees of Customer who have executed a Customer Employee Non-Disclosure Agreement. Except as permitted under this Attachment, Customer will not directly or indirectly disclose, copy, access, run, perform, display, disassemble, decompile, reverse engineer, modify, adapt, translate, create derivative works, distribute, sublicense, sell, assign, or otherwise transfer all, or any part, of the Proprietary Information, or cause or permit the Proprietary Information, or any part thereof, to be used by any persons, other than the Trainees, and only on the Covered System and at the applicable System Site. Except as permitted under this Attachment, Customer will not, directly or indirectly, permit or authorize its employees to use the Philips Proprietary Information. 5. All information disclosed to Customer's Trainee(s) in connection with said training, and all related information regarding the Covered System that Customer may have access to, is presumed to be Philips Proprietary Information. 6. The use or disclosure of any of the Philips Proprietary Information by Customer’s Trainee(s) for purposes other than the service, maintenance, or repair of the Covered System without Philips’ prior, express, written consent is a breach of this Attachment and an unauthorized use or disclosure of Philips' trade secrets or other proprietary rights. If there is such an unauthorized use or disclosure, Philips will be entitled to compensation for all damages arising out of or resulting therefrom, including all consequential damages and attorney’s fees incurred by Philips. Considering the substantial investment that Philips has in the Philips Proprietary Information, a violation by or for Customer of any provision of this Attachment or Customer Employee Non-Disclosure Agreement by Customer's Trainee(s) will cause irreparable injury to Philips and Philips will be States entitled, in addition to any other rights and remedies it may have at law or in equity, to an injunction enjoining and restraining Customer from violating, or continuing to violate, its obligations under this Attachment. Customer confers jurisdiction to enforce the provisions of this Attachment upon the courts of any state of the United States. Customer shall indemnify and hold Philips harmless from any damages resulting from Customer or Trainee’s breach of this Attachment. 7. The obligations hereunder to maintain the confidentiality of Philips Proprietary Information will endure permanently. Customer may not assign this Attachment, nor may any party succeed to Xxxxxxxx's rights and obligations hereunder, unless with the prior written approval of Philips. The terms and conditions of this Attachment will inure to and be binding upon Customer’s affiliates, parent, subsidiaries, officers, directors, employees, agents, or other representatives and its permitted assigns and successors.

Warranty and Warranty Disclaimer. 8.1 Philips warrants that the replacement parts provided as described in Section 2.2.3 of this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) days from the date of installation (when installed by Philips) or thirty (30) days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt return of the part to Philips, Philips shall repair or replace such part. THE WARRANTIES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantability, fitness for a particular purpose, OR NONINFRINGEMENT WITH RESPECT to anything provided by PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT FOR ANY NON-NON- CONFORMING SERVICE. Equipment Maintenance Intellectual Property (also known as Customer Service Intellectual Property (CSIP) License Terms.

Warranty and Warranty Disclaimer. 8.1 In addition to the warranty obligations described in the Agreement, Philips warrants that the any replacement parts or special service tools and Service provided as described in Section 2.2.3 of under this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) 90 days from the date of installation (when installed by Philips) or thirty (30) 30 days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment Covered System in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part Part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt then Customer shall promptly return of the part to Philips, Philips and Philips shall repair or replace such part. THE WARRANTIES WARRANITES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantabilityOF MERCHANTABILITY, fitness for a particular purposeFITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT WITH RESPECT to anything provided by TO ANYTHING PROVIDED BY PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT SYSTEM FOR ANY NON-CONFORMING SERVICE. Equipment Maintenance Intellectual Property 1. Philips holds and owns certain proprietary and trade secret information (also known as Customer Service Intellectual Property (CSIP) License Terms"Philips Proprietary Information"), relating to the installation, service, maintenance, and repair of the products, whether or not manufactured or sold by Philips, including the Software and Documentation and any work product or diagnostic results derived therefrom, any oral, written, or electronically recorded information regarding the installation, service, maintenance, repair, construction, design, theory of design, theory of operation, diagnostic tools, teaching materials, hardware schematics, electrical schematics, software of any nature in any form and on any media, repair analysis techniques or maintenance of any Covered System, service notes, safety bulletins, installation manuals, service manuals, service diagnostic tools and techniques, and any other corresponding information of Philips or any of its predecessors, successors, affiliates, subsidiaries, or assigns.

Warranty and Warranty Disclaimer. 8.1 Philips warrants that the replacement parts provided as described in Section 2.2.3 2.3 of this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) days from the date of installation (when installed by Philips) or thirty (30) days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt return of the part to Philips, Philips shall repair or replace such part. THE WARRANTIES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantability, fitness for a particular purpose, OR NONINFRINGEMENT WITH RESPECT to anything provided by PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT FOR ANY NON-CONFORMING SERVICE. Equipment Maintenance Intellectual Property (also known as Customer Service Intellectual Property (CSIP) License Terms.

Warranty and Warranty Disclaimer. 8.1 Philips warrants that the replacement parts provided as described in Section 2.2.3 of this Exhibit will be free from substantial defects in material and workmanship for a period of ninety (90) days from the date of installation (when installed by Philips) or thirty (30) days from the date the parts were delivered to Customer (when not installed by Philips). For the avoidance of doubt, no such warranty applies to any replacement parts used by Philips in providing its corrective maintenance service. Certain items such as x- x-ray tubes, photomultiplier tubes, cathode-ray tubes, and high voltage transformers may carry separate warranties that are provided at the time of purchase. This warranty does not include any defect or failure to perform that is the direct or indirect result, in whole or in part, of accident, abuse, misuse, operation of the Equipment in which the part is installed outside of its environmental, electrical or performance specifications, power fluctuations or failures, fires, floods or other similar or dissimilar natural causes, or improper installation or calibration. If a part does not comply with this warranty, as exclusive remedy, upon Customer’ prompt return of the part to Philips, Philips shall repair or replace such part. THE WARRANTIES STATED ABOVE ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTY of merchantability, fitness for a particular purpose, OR NONINFRINGEMENT WITH RESPECT to anything provided by PHILIPS OR ITS SUBCONTRACTOR UNDER THIS EXHIBIT OR THE AGREEMENT. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY BREACH OF THIS WARRANTY IS THE REPAIR OR REPLACEMENT OF A NON-CONFORMING PART AND THE REPAIR OF COVERED EQUIPMENT FOR ANY NON-NON- CONFORMING SERVICE. Equipment Maintenance Intellectual Property (also known as Customer Service Intellectual Property (CSIP) License Terms.