PARTNER ACKNOWLEDGES THAT THE REPLACEMENT PRODUCTS
PROVIDED BY FVC MAY BE FULLY OPERATIONAL REFURBISHED UNITS. UNDER NO
CIRCUMSTANCES SHALL THE WARRANTIES SET FORTH IN THIS SECTION 9 APPLY TO ANY
PRODUCT THAT HAS BEEN SOLD OUTSIDE THE ASSIGNED TERRITORY, CUSTOMIZED OR
MODIFIED WITHOUT FVC'S WRITTEN CONSENT, OR DAMAGED OR MISUSED
9.2
IN THE EVENT ANY PRODUCT IS FOUND NONCONFORMING DURING THE WARRANTY
PERIOD, PARTNER SHALL NOTIFY FVC, IN WRITING, OF THE SERIAL NUMBERS OF SUCH
NONCONFORMING PRODUCTS AND REASON FOR NONCONFORMANCE AND SHALL REQUEST FROM FVC
A RETURN MERCHANDISE AUTHORIZATION ("RMA") TO RETURN THE NONCONFORMING PRODUCT.
FVC SHALL ISSUE SUCH RMA PROMPTLY UPON REQUEST.
WITHIN TEN (10) DAYS AFTER
RECEIPT OF THE WRITTEN RMA NUMBER, PARTNER SHALL RETURN TO FVC THE REJECTED
PRODUCT IN ACCORDANCE WITH FVC'S SHIPPING INSTRUCTIONS, IN ITS ORIGINAL SHIPPING
CARTON WITH THE RMA NUMBER DISPLAYED ON THE OUTSIDE OF THE CARTON.
FVC RESERVES
THE RIGHT TO REFUSE TO ACCEPT ANY REJECTED PRODUCT THAT DOES NOT BEAR AN RMA
NUMBER ON THE OUTSIDE OF THE CARTON.
AS PROMPTLY AS POSSIBLE, BUT NO LATER THAN
THIRTY (30) DAYS AFTER RECEIPT BY FVC OF PROPERLY REJECTED PRODUCT, FVC SHALL,
AT ITS OPTION AND EXPENSE, EITHER (I) REPAIR OR REPLACE THE NONCONFORMING
PRODUCT WITH A FUNCTIONAL REPLACEMENT, OR (II) REFUND TO PARTNER THE PURCHASE
PRICE OF SUCH REJECTED PRODUCT.
FVC SHALL BE LIABLE FOR, AND BEAR ALL COSTS
ASSOCIATED WITH, THE SHIPMENT, REPAIR, REPLACEMENT OR REFUND OF ALL
NONCONFORMING PRODUCTS UNDER THIS SECTION 9.2.
PARTNER HEREBY AGREES THAT THE
REMEDY IN THIS SECTION 9.2 SHALL BE ITS SOLE RECOURSE OR REMEDY IN THE EVENT OF
ANY PRODUCT NONCONFORMITY.
WARRANTY REPAIRS OR REPLACEMENTS SHALL NOT
CONSTITUTE AN EXTENSION OF THE ORIGINAL WARRANTY PERIOD.
ANY REPAIRED OR
REPLACED PRODUCT RESHIPPED TO PARTNER PURSUANT TO THIS SECTION 9.2 SHALL NOT
COUNT TOWARD THE MINIMUM PURCHASE COMMITMENT...
9.3
PARTNER WILL EXPRESSLY INDICATE TO THEIR END-USER CUSTOMERS THAT
THEY MUST LOOK SOLELY TO PARTNER IN CONNECTION WITH ANY PROBLEMS, WARRANTY
CLAIMS, OR OTHER MATTERS CONCERNING THE PRODUCT.
9.4
PARTNER WARRANTIES.
PARTNER HEREBY REPRESENTS, WARRANTS AND
COVENANTS THE FOLLOWING ON A CONTINUING BASIS DURING THE TERM:
VI - Effective July 2001
PARTNER AGREEMENT
9
(F)
PARTNER IS AND SHALL REMAIN A JAPANESE CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF JAPAN WITH ALL NECESSARY
CORPORATE POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AND DULY QUALIFIED TO
TRANSACT BUSINESS IN EACH JURISDICTION IN THE TERRITORY AND PERFORM THIS
AGREEMENT TO THE FULL EXTENT CONTEMPLATED HEREIN.
FURTHERMORE, THE INDIVIDUAL
EXECUTING THIS AGREEMENT IS AN AUTHORIZED REPRESENTATIVE OF PARTNER WITH THE
POWER TO BIND PARTNER TO THIS AGREEMENT;
(G)
EXCEPT AS SET FORTH IN SECTION 14.1, NO CONSENT, APPROVAL, LICENSE, PERMIT,
AUTHORIZATION, DECLARATION, FILING, REGISTRATION, OR SIMILAR FORMALITY OF ANY
KIND IS OR SHALL BE REQUIRED TO BE MADE OR OBTAINED IN THE TERRITORY BY EITHER
PARTY IN ORDER TO LAWFULLY IMPLEMENT THIS AGREEMENT;
(H)
NEITHER THE EXECUTION OR IMPLEMENTATION OF THIS AGREEMENT, NOR ANY OF THE
TERMS, CONDITIONS, WARRANTIES, LIABILITY OR WARRANTY