Common use of Warranty; Limitation of Liability Clause in Contracts

Warranty; Limitation of Liability. 1.1. Supplier solely warrants that at the time of Delivery the Products: (i) until the shortest of the “expiry date” and the “shelf life” as indicated by Supplier, perform in compliance to the Technical Specification; and (ii) comply in all respects with any applicable laws, rules and regulations of the country(ies) of destination of the Products (provided such country of destination is specified in writing in advance by Client). 1.2. At any time within the Reject Period, i.e. 14 (fourteen) days following the date of Delivery of the Products, Client may reject all or part of the Products in the event it verifies that such Product/s is/are not supplied in strict compliance with the provisions under Clause 10.1. In such event, Client shall (i) immediately (however within the Reject Period) notify Supplier in writing, specifying the nature of the non conformity; (ii) keep the Product - preserved with care and in a manner not to change the status of the Products at the time of defect discovery - at the disposal of Supplier for inspection; (iii) if so requested by Supplier, deliver the Product to Supplier to allow the inspection of the same. Products will be considered accepted by Client if no written notice of claim will be received by Supplier by the Reject Period. 1.3. If the foregoing inspection proves that the Product is defective for reasons solely due to Supplier, Supplier shall at its own choice and at its own expense replace the defective Product with another non-defective Product or rework them. Client acknowledges that save the case of personal injuries the replacement or reworking of the defective Product shall be its sole and exclusive remedy for defective. In no event, Client shall be entitled to delay or retain any due payments for any sum exceeding the value of the rejected Products. 1.4. In all other cases (when the defect of Products is not due to reasons solely due to Supplier), reworking (or replacing) of defective Products and/or materials shall be handled by Client according to the local authorities requirement, at its own expense. 1.5. Exclusively in the cases under Clause 10.3, it is agreed that in addition to exclusive remedies for defects therein provided under the same Clause, Supplier may, but is not obliged to, indemnify the Client towards sole direct costs Client should prove by documentation to have suffered in connection to any eventual recall process from the market of the defective entire lots of Products, provided such recall was prior agreed in writing between the Parties. 1.6. In the event that a defect is not immediately apparent (i.e. in case of factory defects, undetectable at acceptance procedures), Client shall notify in writing Supplier within 8 days after it becomes aware of the hidden defect. The claims concerning hidden defects of the Products shall however be raised against Supplier within 1 (one) year from Delivery. Same rejection procedure of all Clauses above shall apply. 1.7. Supplier’s warranty (as per this Section 10) for defective Products and Supplier’s liability for damages caused by the defective Products to goods or persons is expressly excluded (i) in case of improper use of the Products (i.e. not in compliance with Supplier’s usage instructions attached to Products); and (ii) after the expiry of the shortest between the shelf life or the expiry date of the Products as indicated by Supplier; (iii) for defects owing to wear and tear. Client undertakes to provide the same limitations in the warranty given to Client’s customer. 1.8. Client acknowledges that except as otherwise provided in this Section 10, Supplier makes no warranty of any kind with respect to any Products and Supplier disclaims any and all implied warranties relating thereto, if any, including, but not limited to, any implied warranties of merchantability, fit for a particular purpose or achievement of any particular performance criteria or benefit neither if indicated on the packaging elements of the Product. 1.9. With the exception of bodily injuries, Supplier shall not be liable for any loss of profits or any special, indirect, incidental or consequential damages or reputation loss.