SET FORTH ABOVE ARE IN LIEU OF ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE HEREBY DISCLAIMED AND EXCLUDED
BY SELLER, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.
6.2.
CLAIMS. IN THE EVENT OF ANY CLAIMS OF BREACH OF WARRANTY ASSERTED
BY PURCHASER, PURCHASER WILL CAUSE SUCH CLAIM TO BE TRANSMITTED TO SELLER, IN
THE CASE OF A CLAIM FIRST MADE BY PURCHASER, WITHIN TEN (10) DAYS OF ARRIVAL OF
THE PRODUCTS AT PURCHASER'S SHIPPING ADDRESS. NO CLAIM FOR BREACH OF WARRANTY
SHALL BE MADE IF SELLER'S PRODUCTS ARE FIRST CO-MINGLED WITH OTHER PRODUCTS FROM
OTHER PRODUCERS, UNLESS A SAMPLE FROM THE DELIVERY VEHICLE (NOT CO-MINGLED) OR
SELLER'S RETAINED SAMPLE REFLECTS A BASIS FOR A CLAIM.
6.3.
IF ANY PRODUCTS FAIL TO MEET THE WARRANTY SET FORTH IN THIS
ARTICLE CONCERNING CONFORMANCE TO SPECIFICATIONS, SELLER WILL AT ITS OPTION (I)
REPLACE THE DEFECTIVE OR NON-CONFORMING PRODUCTS AT NO ADDITIONAL COST TO
PURCHASER OR ITS CUSTOMER OR, (II) PROVIDED THE DEFECTIVE OR NON-CONFORMING
PRODUCTS ARE REASONABLY DEEMED USABLE BY PURCHASER OR THE CUSTOMER, AGREE TO A
REASONABLE REDUCTION OF THE PURCHASE PRICE. IN THE EVENT OF A BREACH OF THE
WARRANTY OF TITLE, SELLER SHALL PROVIDE A CURE REASONABLY SATISFACTORY TO
PURCHASER. THIS SECTION SETS FORTH THE EXCLUSIVE REMEDIES FOR CLAIMS BASED ON
THE WARRANTIES CONTAINED HEREIN. WARRANTY CLAIMS HEREUNDER MUST BE MADE PROMPTLY
AND IN WRITING, MUST RECITE THE NATURE AND DETAILS OF THE CLAIM, THE DATE THE
CAUSE OF THE CLAIM WAS FIRST OBSERVED AND THE LOT NUMBER OR OTHER IDENTIFYING
NUMBER FOR THE PRODUCTS CONCERNED.
ARTICLE 7
LIMITATION OF LIABILITY
7.1.
LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE
TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXEMPLARY, OR
PUNITIVE DAMAGES, IN RESPECT OF ANY THEORY OF LIABILITY ARISING OUT OF OR
RELATED TO THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, OR ANY ACT, OMISSION
OR EVENT OCCURRING IN CONNECTION THEREWITH.
ARTICLE 8
TAXES
8.1.
TAXES. ANY TAX OR OTHER CHARGE, OTHER THAN INCOME TAX, UPON THE
PRODUCTION, SALE OR SHIPMENT OF PRODUCTS IMPOSED BY FEDERAL, STATE, MUNICIPAL OR
OTHER GOVERNMENTAL AUTHORITIES SHALL BE ADDED TO THE PRICE PAID BY PURCHASER.
SELLER AND PURCHASER AGREE THAT SALES OR USE TAXES WILL NOT BE COLLECTED WHERE
PURCHASER IS IN POSSESSION OF APPLICABLE RESALE CERTIFICATES AND ANY OTHER
DOCUMENTS REQUIRED TO EXEMPT FROM SALES TAX THE SALES TO PURCHASER BY SELLER
HEREUNDER. VERIFICATION OF SAME WILL BE PROVIDED BY PURCHASER TO SELLER UPON
REASONABLE REQUEST.
ARTICLE 9
TERM AND TERMINATION
9.1.
TERM. THIS AGREEMENT SHALL TAKE EFFECT ON THE DATE OF THIS
AGREEMENT AND (UNLESS EARLIER TERMINATED AS PROVIDED IN THIS AGREEMENT) SHALL
CONTINUE THROUGH MARCH 1, 2017; PROVIDED, THAT UNLESS EITHER PARTY GIVES AT
LEAST ONE YEAR'S PRIOR WRITTEN NOTICE THAT THIS AGREEMENT SHALL NOT BE RENEWED
AS OF MARCH 1, 2017, THIS AGREEMENT SHALL BE RENEWED ON MARCH 1, 2017 FOR AN
ADDITIONAL THREE (3) YEARS.
9.2.
TERMINATION. NOTWITHSTANDING THE PROVISIONS OF SECTION 9.1 ABOVE,
THIS AGREEMENT