PROFESSIONAL MANNER BY DULY QUALIFIED AND EXPERIENCED
PERSONNEL POSSESSING ALL RELEVANT CERTIFICATIONS, LICENSES AND PERMITS.
(B)
FOR BREACH OF ANY REPRESENTATION OR WARRANTY IN THIS SECTION 11.2
DURING THE WARRANTY PERIOD, THE PARTY SEEKING REMEDY ("COVERED PARTY")
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WILL PROMPTLY NOTIFY THE PARTY PROVIDING THE WARRANTY (THE "COVERING PARTY") IN
WRITING OF ANY CLAIMED DEFECT OR NONCONFORMITY AND SUCH COVERING PARTY WILL
RESPOND WITHIN TWENTY FOUR (24) HOURS.
IF APPLICABLE OR PRACTICAL, UPON
REQUEST, THE COVERED PARTY WILL RETURN THE DEFECTIVE OR NONCONFORMING
DELIVERABLE FOR REPAIR OR REPLACEMENT.
REPAIRED OR REPLACED PRODUCTS WILL BE
WARRANTED FOR THE LONGER OF (A) THE REMAINDER OF THE WARRANTY PERIOD OR (B) SIX
(6) MONTHS.
THE COVERING PARTY AGREES TO NOTIFY THE COVERED PARTY IN ADVANCE
OF, AND OBTAIN THE COVERED PARTY'S APPROVAL BEFORE INCURRING, ANY COSTS OF
REPAIR, LABOR, PARTS AND FREIGHT ON ITEMS NOT COVERED BY THE TERMS OF THE
APPLICABLE WARRANTY.
(C)
IN CASE OF SERVICES, THE COVERING PARTY SHALL RE-PERFORM THE SERVICES
TO CURE ANY BREACH WHILE STILL MEETING ALL APPLICABLE SPECIFICATIONS AND OTHER
REQUIREMENTS OF THE AGREEMENT.
(D)
THIS WARRANTY IS VOIDABLE TO THE EXTENT THAT (I) COVERED PARTY OR ITS
END USER OR CUSTOMER DOES NOT REASONABLY COMPLY WITH OR USE THE DELIVERABLES
PURSUANT TO THE REQUIREMENTS AND RECOMMENDATIONS AND TOLERANCE LEVELS, (II)
REASONABLE EXAMINATION BY THE COVERING PARTY REVEALS THAT THE DELIVERABLES ARE
NOT IN BREACH OR NOT DEFECTIVE OR SUCH NONCONFORMITY DOES NOT EXIST, (III)
REASONABLE EXAMINATION DISCLOSES TO THE COVERING PARTY'S REASONABLE SATISFACTION
THAT A DEFECT OR NONCONFORMITY IN FACT EXISTS AND WAS CAUSED, IN WHOLE OR IN
PART, BY EVENTS OR CONDITIONS BEYOND COVERING PARTY'S REASONABLE CONTROL OR BY
ANY ACTS OR OMISSIONS OF THE COVERED PARTY, ITS END USER OR CUSTOMER, INCLUDING
WITHOUT LIMITATION, NEGLIGENCE, MISUSE, NEGLECT, IMPROPER INSTALLATION, IMPROPER
APPLICATION, ACCIDENT, UNAUTHORIZED MAINTENANCE OR REPAIR, ALTERATION BY A
PERSON OTHER THAN THE COVERING PARTY (OR AS AUTHORIZED BY THE COVERING PARTY),
OPERATING AND/OR ENVIRONMENTAL CONDITIONS WHICH DEVIATE FROM THE APPLICABLE
SPECIFICATIONS, OR USE OF ITEMS OR SERVICES NOT SUPPLIED BY OR APPROVED BY THE
COVERING PARTY.
(E)
THE WARRANTIES SET FORTH IN SECTION 11.2 ARE EXCLUSIVE OF ALL OTHER
WARRANTIES WHETHER WRITTEN, ORAL, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND OF ALL OTHER OBLIGATIONS
OR LIABILITIES ON THE PART OF MANUFACTURER.
THE FOREGOING CONSTITUTES THE SOLE
AND EXCLUSIVE REMEDY FOR DEFECTIVE OR NONCONFORMING DELIVERABLES, GOODS,
MATERIALS, SPARE PARTS, SERVICE OR SOFTWARE.
12.
INDEMNITY
12.1
GENERAL INDEMNITY.
EACH PARTY SHALL, AT ITS SOLE COST, INDEMNIFY,
HOLD HARMLESS AND DEFEND THE OTHER PARTY (WITH COUNSEL REASONABLY APPROVED BY
THE OTHER PARTY), AND ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS,
EMPLOYEES AND AGENTS FROM AND AGAINST ANY LOSS, COST, LIABILITY OR CLAIM BY ANY
THIRD PARTY (INCLUDING WITHOUT
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LIMITATION COURT COSTS AND REASONABLE FEES OF ATTORNEYS AND OTHER PROFESSIONALS)
ARISING OUT OF OR RELATED TO THE NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF
SUCH INDEMNIFYING PARTY AND ITS PERSONNEL.
THE INDEMNIFYING PARTY'S OBLIGATIONS
UNDER THIS SECTION