DUE UTSI SHALL BE PAID BY TTL AND UTSI SHALL UNDERTAKE TO
USE REASONABLE EFFORTS TO RESELL FOR THE ACCOUNT OF TTL ANY UNUSABLE ITEMS
RETURNED BY TTL TO UTSI.
21.
ENTIRE UNDERSTANDING
These Terms and Conditions supersede and replace any and all prior agreements,
understandings or arrangements, whether oral or written, heretofore made between
the Parties relating to the Order, and together with the Exhibits attached
hereto constitutes the entire understanding of the Parties with respect to the
Order.
These terms and conditions contained in the Order may not be altered,
interpreted or amended except by an express written agreement or change order
signed by both Parties hereto.
22.
OUT OF WARRANTY MAINTENANCE ASSISTANCE AND TECHNICAL SUPPORT
22.1
UTSI AGREES THAT IT SHALL FOR THE OPERATIONAL AND COMMERCIAL LIFE
OF THE PRODUCT, SUPPLIED HEREUNDER, WHICH IN ANY CASE SHALL NOT BE LESS THAN
[***] YEARS FROM DELIVERY:
22.1.1
KEEP AVAILABLE ALL NECESSARY SPARE PARTS FOR THE EQUIPMENT,
PROVISION OF ANY SUCH SPARE PARTS ON TERMS AND CONDITIONS, INCLUDING THE PRICES,
TO BE MUTUALLY AGREED UPON IN GOOD FAITH; AND
22.1.2
REPAIR ANY DEFECTIVE EQUIPMENT OUT OF WARRANTY ON TERMS AND
CONDITIONS, INCLUDING THE PRICES, TO BE AGREED UPON.
22.1.3
IN CASE OF OBSOLESCENCE, UTSI SHALL GIVE A NOTICE OF NOT LESS THAN
[***] DAYS PRIOR TO DISCONTINUING ANY EQUIPMENT OF THE TYPE PURCHASED HEREUNDER.
22.1.4
UTSI SHALL SUBMIT TO TTL A DETAILED PROPOSAL FOR OUT OF WARRANTY
TECHNICAL ASSISTANCE AND SOFTWARE MAINTENANCE SUPPORT.
SUBJECT TO THE ABOVE
CONDITIONS, TTL MAY SELECT AND PURCHASE ADDITIONAL TECHNICAL SUPPORT FOR UTSI
EQUIPMENT AT MUTUALLY AGREED PRICES.
THE UTSI MATERIAL RETURN CENTER
COORDINATES REPAIR SERVICES FOR UTSI-SUPPLIED EQUIPMENT.
TTL MUST OBTAIN A
RETURN MATERIAL AUTHORIZATION (RMA) NUMBER FOR EACH FRU PRIOR TO RETURNING THE
UNIT TO UTSI.
THERE WILL BE NO CHARGE FOR REPAIR OF FRUS STILL COVERED BY THE
ORIGINAL WARRANTY OR BY UTSI' OPTIONAL EXTENDED WARRANTY SERVICES IF TTL HAS
ELECTED SUCH EXTENDED WARRANTY SERVICES.
REPAIRED
17
MODULES WILL BE WARRANTED FOR [***] DAYS AFTER SHIPMENT OR THE REMAINDER OF THE
ORIGINAL WARRANTY PERIOD, WHICHEVER IS GREATER.
TTL WILL ENTER INTO UTSI'
STANDARD TECHNICAL ASSISTANCE AND SOFTWARE MAINTENANCE SUPPORT AGREEMENT AT
PRICES TO BE MUTUALLY AGREED.
23.
COMPLIANCE WITH LAWS
Both Parties shall comply with respectively binding laws and provisions of this
Agreement and fully indemnify the other Party with regard to any willful or
otherwise non-compliance.
CHANGES
23.1
TTL MAY REQUEST A REASONABLE NUMBER OF QUOTATIONS FROM UTSI FOR THE
COSTS OF POTENTIAL CHANGES TO SPECIFICATIONS OR SCHEDULING REQUIREMENTS SET
FORTH IN THE SCHEDULE ("CHANGE REQUEST").
UTSI WILL PROMPTLY MAKE SUCH QUOTES
TO TTL AND WILL NEGOTIATE THOSE QUOTES WITH TTL IN GOOD FAITH.
UTSI MAY, ON ITS
OWN INITIATIVE, PROPOSE SUCH CHANGES BY PROVIDING TTL WITH SUCH A QUOTATION, IN
WHICH EVENT TTL WILL PROMPTLY RESPOND TO UTSI' PROPOSAL.
23.2
IF ANY SUCH CHANGE REQUEST CAUSES AN INCREASE OR DECREASE IN THE
COST OF, OR THE TIME REQUIRED FOR, PERFORMANCE, THE PARTIES WILL EQUITABLY
ADJUST THE PRICE AND/OR