of
the factors described under Section 13.02, Seller shall, at its expense (subject
to Section 13.03(b) and Section 13.03(d)), (i) repair or replace such Defective
Goods within a reasonable amount of time, or (ii) credit or refund the Price of
such Defective Goods less any applicable discounts, rebates or credits within a
reasonable amount of time;
(d)
Seller shall, after receiving Buyer's shipment of such Defective
Goods pursuant to Section 13.03(c)(1) above, ship to Buyer, at Seller's expense,
the repaired or replaced Goods.
Buyer has no right to return for repair, replacement, credit, or refund any
Goods except as set forth in this Section 13.03 (or if otherwise applicable,
Section 5.06). In no event shall Buyer reconstruct, alter, or replace any Goods,
in whole or in part, either itself or by or through any third party.
Section 13.04
Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN
SECTION 13.01, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS,
INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE;; WHETHER ARISING BY LAW, COURSE OF
DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. BUYER ACKNOWLEDGES
THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY SELLER, OR
ANY OTHER PERSON ON SELLER'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT.
ARTICLE XIV
Limitation of Seller's Liability
Section 14.01
NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. EXCEPT
FOR OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, LIABILITY FOR BREACH OF
CONFIDENTIALITY, LIABILITY FOR INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS, OR LIABILITY FOR THE BREACH OF ANY REPRESENTATIONS OR
WARRANTIES IN ARTICLE XII, NEITHER PARTY NOR ITS REPRESENTATIVES IS LIABLE TO
THE OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,
PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE,
ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A)
WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT IT WAS ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT,
TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE
FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
Section 14.02
MAXIMUM LIABILITY. EXCEPT FOR LIABILITIES ARISING FROM
CLAIMS BROUGHT OR THREATENED AGAINST BUYER OR ITS AFFILIATES BY THIRD-PARTIES
WITH RESPECT TO THE GOODS, SELLER'S AGGREGATE LIABILITY TO BUYER ARISING OUT OF
OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE TOTAL
OF THE AMOUNTS PAID TO SELLER PURSUANT TO THIS AGREEMENT.
Section 14.03
ASSUMPTION OF RISK. SUBJECT TO THE EXPRESS COVENANTS AND
LIMITATIONS IN THIS AGREEMENT, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE
RESULTS OBTAINED BY THE USE OF ANY GOODS IN THE PRACTICE OF ANY PROCESS, WHETHER
IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND
REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL
ADVICE OR OTHERWISE, RELATED