by SIRONA to any third
parties in connection with shipment of Contractual Products pursuant to this
Agreement, shall be charged to Patterson at cost and reflected separately on
applicable invoices for such Contractual Products.
8.4.2
EXCEPT FOR REPRESENTATIONS AND WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT
(INCLUDING THE EXHIBITS AND SCHEDULES ATTACHED HERETO), SIRONA AND ITS
AFFILIATES MAKE NO REPRESENTATIONS OR WARRANTIES, AND EXPRESSLY DISCLAIM AND
EXCLUDE ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR
IMPLIED, WHETHER ARISING BY OR UNDER STATUTE, COMMON LAW, CUSTOM, USAGE, COURSE
OF DEALING OR PERFORMANCE OR OTHERWISE, ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE CONTRACTUAL PRODUCTS, OR ANY USES THEREOF, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE OR NON-INFRINGEMENT. EXCEPT AS AFORESAID AND WITHOUT LIMITING THE
FOREGOING, SIRONA DISCLAIMS (FOR ITSELF AND ITS AFFILIATES AND AGENTS) ANY AND
ALL WARRANTIES,
15
EXPRESS OR IMPLIED, REGARDING THE QUALITY, PERFORMANCE, ACCURACY,
COMPLETENESS, COMPREHENSIVENESS, INTEGRABILITY, TITLE, NON-INFRINGEMENT,
MERCHANTABILITY, SUITABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE
CONTRACTUAL PRODUCTS, OR ANY USES THEREOF OR RESULTS THEREFROM, EACH OF WHICH IS
EXCLUDED BY AGREEMENT OF THE PARTIES. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL
PART OF THIS AGREEMENT, AND NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY
SIRONA, ANY OF ITS AFFILIATES, OR AGENTS OR ANY OF THEIR RESPECTIVE EMPLOYEES
SHALL INCREASE THE SCOPE OF ANY WARRANTIES, OR OTHERWISE MODIFY, ALTER OR AMEND
THE TERMS OF ANY WARRANTIES, LIMITATIONS OR DISCLAIMERS, EXPRESSLY STATED IN
THIS AGREEMENT OR CREATE ANY NEW REPRESENTATIONS, WARRANTIES OR CONDITIONS.
8.4.3 EXCEPT FOR LIQUIDATED DAMAGE PAYMENTS AS SET FORTH IN SECTION 15 OF THIS
AGREEMENT, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY, ANY AFFILIATE OF SUCH OTHER PARTY OR ANY OTHER PERSON (A) FOR LOST
REVENUES, LOST PROFITS, LOST DATA, LOST BUSINESS OR LOSS OF BUSINESS
INVESTMENTS, OPPORTUNITIES OR GOODWILL, OR (B) FOR ANY SPECIAL, EXEMPLARY,
PUNITIVE, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES OF ANY
KIND, RESULTING FROM, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE
TERMINATION THEREOF, ANY PRODUCTS, ANY SERVICES, SUPPORT OR ACTIVITIES THAT ARE
PROVIDED IN CONNECTION HEREWITH OR ANY OTHER CAUSE WHATSOEVER, REGARDLESS OF THE
BASIS FOR OR THEORY OF THE CLAIM OR ACTION (WHETHER BASED ON CONTRACT,
NEGLIGENCE, STRICT LIABILITY OR OTHER TORT, COMMON LAW, STATUTE OR OTHERWISE),
AND WHETHER OR NOT SUCH LOSSES OR DAMAGES ARE FORESEEABLE, EVEN IF A PARTY HAS
BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THE SOLE
AND EXCLUSIVE REMEDY FOR DEFECTIVE SHIPMENTS OF PRODUCT SHALL BE REPLACEMENT OF
SUCH PRODUCT AS SOON AS REASONABLY POSSIBLE.
8.5 [*****] to the beginning of each quarter during the Term, Patterson shall
place an order for Contractual Products with SIRONA. SIRONA shall ship such
ordered Contractual Products to Patterson during the quarter following the date
of order. No later than two weeks prior to the SIRONA confirmed shipping date,
[*****]
*****Confidential
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8.6 Product Registration. For SIRONA's warranty purposes, Patterson shall
provide the