Repair or Replacement
Company, at its own expense and option, shall promptly either repair or replace
any defective Product during such period as Company's standard warranty pursuant
to Section 3.9 above remains in full force and effect for that Product, provided
that Distributor has notified Company and, upon inspection by Company, Company
has found the Product to be defective. In the event Distributor arranges for a
Product to be repaired or serviced by a person or entity other than by a service
facility approved by Company, such action shall be solely at the expense of
Distributor and shall effectively terminate any Company warranty for such
Product.
3.12 Product Returns
All returns of non-defective Products shall be subject to Company's standard
return policy for commercial and industrial products attached hereto as Exhibit
"D", as amended from time to
3/18/09 4:00pm
time. Company shall provide Distributor with reasonable advance written notice
of any change to Company's standard return policy. Any such changes will not
affect orders placed by Distributor and accepted by Company before such changes
were communicated to Distributor or any Product previously sold to Distributor
before such changes were communicated to Distributor. Company shall have no
warranty obligations whatsoever including the replacement of any Product
pursuant to this Article 3 unless all of the provisions of Company's Return
Policy then in effect have been met by Distributor.
3.13 Exclusive Remedy
THE REPAIR OR REPLACEMENT OF ANY NON-CONFORMING OR DEFECTIVE PRODUCT, SHALL
CONSTITUTE THE SOLE AND EXCLUSIVE REMEDY OF DISTRIBUTOR (AND SHALL CONSTITUTE
FULFILLMENT OF ALL OBLIGATIONS OF COMPANY HEREUNDER) FOR THE BREACH OF SUCH
WARRANTY BY COMPANY OR ANY LIABILITY (INCLUDING WITHOUT LIMITATION ANY LIABILITY
FOR NEGLIGENCE) OF COMPANY WITH RESPECT TO THE PRODUCTS AND SERVICES COVERED BY
THIS AGREEMENT.
THE PARTIES AGREE THAT COMPANY EXTENDS LIMITED EXPRESS WARRANTIES SOLELY TO
ORIGINAL END-USERS OF THE PRODUCTS AND NOT TO DISTRIBUTOR.
COMPANY MAKES NO
EXPRESS OR IMPLIED WARRANTIES OF ANY KIND TO DISTRIBUTOR WITH RESPECT TO THE
AURA TECHNOLOGY OR THE USE THEREOF, INCLUDING WITHOUT LIMITATION THE PRODUCTS
AND ANY COMPONENTS THEREOF INCORPORATING THE AURA TECHNOLOGY OR MANUFACTURED BY
THE USE THEREOF.
ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT
LIMITATION THE EXPRESS OR IMPLIED WARRANTY (I) THAT THE AURA TECHNOLOGY OR THE
USE THEREOF, INCLUDING WITHOUT LIMITATION THE PRODUCTS AND ANY COMPONENTS
THEREOF INCORPORATING THE AURA TECHNOLOGY OR MANUFACTURED BY THE USE THEREOF
WILL BE FREE FROM CLAIMS OF PATENT INFRINGEMENT, INTERFERENCE, OR UNLAWFUL USE
OF PROPRIETARY INFORMATION OF ANY THIRD PARTY, OR (II) OF THE ACCURACY,
RELIABILITY, TECHNOLOGICAL OR COMMERCIAL VALUE, COMPREHENSIVENESS OR
MARKETABILITY OF THE AURA TECHNOLOGY, THE PRODUCTS, OR THE COMPONENTS THEREOF OR
ITS SUITABILITY OR FITNESS FOR ANY PURPOSE WHATSOEVER ARE HEREBY DISCLAIMED AND
EXCLUDED.
DISTRIBUTOR FURTHER ACKNOWLEDGES THAT THERE ARE NO WARRANTIES IMPLIED BY CUSTOM
OR USAGE IN THE TRADE BETWEEN DISTRIBUTOR AND COMPANY THAT HAVE BECOME A PART OF
THIS TRANSACTION. ANY ACTION FOR A BREACH OF ANY OF COMPANY'S OBLIGATIONS UNDER
THIS AGREEMENT OR OTHERWISE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER