Warranty: Seller warrants to Buyer, for a period of one (1) year after the date of loading at Seller's plant, that all products sold to Buyer hereunder shall comply with their applicable specifications as may be described in Seller's material, product and/or packaging and labeling published as of the date of loading of the products. If, after Seller's receipt of written notice, during the warranty period provided herein, any product fails to comply with Seller's respective specification, and in Seller's sole discretion, Seller determines that such claim is valid, Seller's entire liability shall be, within a reasonable time after Seller's receipt of such notice, at Seller's option, to repair or replace such product, and Seller shall be responsible for the cost of shipments of the parts to be repaired or the unit to replace the defective product. Repaired products may be used to repair or replace products and the warranty on such repaired or replaced products shall be the balance of the remaining warranty on the products that have been repaired or replaced. Buyer waives any claim for any products that have been replaced or components that have been replaced. In no event shall Seller be required to accept delivery of any defective product returned to it without its prior authorization, including the means, transportation and loading route of such return.
Under no circumstances will credits be allowed for unauthorized rework on any materials. Except for Seller's warranty of title to the products, Seller expressly disclaims and excludes all other warranties whether express or implied, including without limitation, warranties of merchantability and fitness for a particular purpose or any warranty arising out of course of dealing or usage of trade. Seller's obligation does not cover defects and losses caused by normal use or wear and tear or deterioration, defect in, or damage to, any products resulting from improper installation, accident or any use, maintenance, repair or modification of the products not consistent with Seller's instructions or the designated capabilities of the products or that, in its sole judgment, the performance or reliability thereof is thereby adversely affected, or is subject to abuse, mistreatment, misuse or neglect or any damage caused by connections, interfaces or use in unforeseen or undesirable environments. Seller does not warrant that the operation of the products will be uninterrupted or error-free, or that the functions of the products will meet Buyer's requirements or that the products will operate in conjunction with other products chosen for their use by Buyer or Buyer's customers. Seller assumes no responsibility for equipment or services provided by Buyer or its customers, nor does this warranty cover any copying or updating of any user manual for the products.
Warranty: As security for Buyer's payment and performance under these terms, Buyer warrants to Seller all products purchased under these terms, and its procedures, including insurance procedures, until Seller is paid in full for such products. Buyer hereby authorizes Seller to sign and file financing statements to protect and fully secure Seller's interests under this Clause.
Repair and Alteration: If Seller is requested to repair any products not covered by its warranty, such repair shall be made at the expense of the person requesting such repair, unless otherwise specifically authorized by Seller in writing. No alteration or modification of the products by anyone other than Seller will be permitted without specific written authorization from Seller, and such act will invalidate the product's warranty and Seller will not accept any return of the product.
Limitation of Liability. Seller shall not be liable and hereby disclaims all liability for any consequential, contingent, indirect, special, punitive or incidental damages whatsoever, including without limitation, loss of profits, use, business or revenue, even if it has been advised of the possibility of such damage and regardless of the legal theory evaluated, including warranties, contractual liability, negligence or strict liability. Seller's liability for direct damages, shall in no event exceed the price paid by Buyer for the products resulting in the direct damage claim. No penalty clause contained in any document shall have effect vis-à-vis Seller unless it has been expressly accepted in writing by a legal representative of Seller.
Buyer's warranties: In connection with claims by persons other than Seller, Buyer shall, at its sole expense, indemnify, defend and hold Seller and its affiliates, successors, assigns, legal representatives, officers, directors, employees and agents harmless from and against any claim, demand, proceeding or action for damages, liability, loss, costs or expenses, including amounts paid in settlement and attorneys' fees and court costs, arising out of, in connection with or based upon warranties and remedies offered by Buyer that are different from those contained in Seller's warranty relating to the products.
Spare Parts: Buyer may, upon submission to Seller of an order to that effect, purchase spare parts for the Products at Seller's then-current prices. Such prices may be modified from time to time at Seller's sole discretion.
