MAN.270SF.REVB.102018
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with this section shall constitute a material default
allowing Seller to cancel related Order(s) without liability.
B. Buyer warrants that it shall not violate or cause the
Seller to violate the U.S. Foreign Corrupt Practices act of
1977 (FCPA), as amended, the United Kingdom Bribery
Act (UKBA) of 2010, as amended, or their respective
implementing regulations in connection with Buyer’s sale
or distribution of the Products and/or Services, and that
Buyer does not know or have reason to believe that any
consultant, agent, representative or other person
retained by Buyer in connection with the sale and/or
distribution of Products/Services has violated, nor caused
Seller to violate the FPCA and/or the UKBA. Where Buyer
learns of or has reason to know of any violation of FCPA
and/or or UKBA in connection with the sale or distribution
of Products/Services, Buyer shall immediately advise
Seller.
C. Buyer further warrants that Buyer shall not violate or
cause Seller to violate the U.S. Antiboycott Provisions of
the U.S. Export Administration Regulations issued
pursuant to the U.S. Export Administration Act of 1979,
as amended, in connection with Buyer’s purchase of
Products/Services and that Buyer shall not request or
require Seller to make statements or certifications against
countries that are not subject to boycott by the U.S.
VI. WARRANTIES
A. Seller warrants that Products manufactured by Seller,
when delivered, shall be free from defects in
material/workmanship. Seller warrants that Services shall
be performed in accordance with generally accepted
industry practice. Seller's obligations under this warranty
shall be limited exclusively to repairing or replacing, at
Seller's option, any part of Products which, if properly
installed, used and maintained, proved to have been
defective in material or workmanship within 1 year from
the date of shipment or re-performing the Services. Seller
warrants for a period of 1 year from the date of shipment
that software or firmware, when used with Products, shall
perform in accordance with Seller’s published
specifications. Seller makes no warranty, express or
implied, that the operations of the software or firmware
shall be uninterrupted or error-free, or that functions
contained therein shall meet or satisfy the Buyer’s
intended use/requirements. Buyer shall notify Seller of
any defect in the quality or condition of Products
(including software/firmware) or Services within 7 days of
the date of delivery or performance, unless the defect
was not apparent on reasonable inspection, in which
case, within 7 days after discovery of the defect. If Buyer
does not provide such timely notification, it shall not be
entitled to reject Products (including software/firmware)
or Services, and Seller shall have no liability for such
defect.
B. Seller's warranty obligations shall not apply to
Products which (1) have been altered or repaired by
someone other than Seller, or (2) have been subjected to
misuse, neglect, or improper use or application, or (3) are
normally consumed in operation, or (4) have a normal life
inherently shorter than the warranty period stated therein.
C. No Products may be returned unless authorized in
advance by Seller, and then only upon such conditions to
which Seller may agree. Buyer must obtain a Return
Material Authorization (RMA) number from Seller prior to
any return shipment, and such RMA number must appear
on the shipping label and packing slip. Buyer shall be
responsible for returned Products until such time as
Seller receives the same at its facility, and for all charges
for packing, inspection, shipping, transportation or
insurance associated with returned Products.
D. This section VI sets forth the exclusive remedies and
obligations for claims based upon defects in or
nonconformity of Products/Services, whether the claim is
in contract, warranty, tort (including negligence of any
degree or strict liability) or otherwise. THE FOREGOING
WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES,
WHETHER
ORAL,
WRITTEN,
EXPRESS, IMPLIED OR STATUTORY. NO IMPLIED
OR
STATUTORY
WARRANTIES
OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR
PURPOSE SHALL APPLY.
VII. PATENTS/INDEMNITY
If Buyer receives a claim that Products, or part thereof
manufactured by Seller infringes a patent, Buyer shall
notify Seller promptly in writing and give Seller
information, assistance and exclusive authority to
evaluate, defend and settle such claim. Where Buyer has
furnished specifications/designs for the manufacture of
the allegedly infringing Products, Buyer shall defend,
indemnify and hold harmless Seller against third-party
claims for infringement arising out of Seller’s use of such
specifications/designs.
VIII. LIMITATION OF LIABILITY
The total liability of Seller on any claim, whether in
contract, tort (including negligence of any degree and
strict liability) or otherwise arising out of, connected with,
or resulting from the manufacture, sale, delivery, resale,
repair, replacement or use of any Products/Services,
shall not exceed the price allocable to the
Products/Services or part thereof which gives rise to the
claim. IN NO EVENT, WHETHER AS A RESULT OF
BREACH OF CONTRACT, WARRANTY, TORT,
(INCLUDING NEGLIGENCE OF ANY DEGREE, STRICT
LIABILITY OR PATENT INFRINGEMENT) OR
OTHERWISE, SHALL SELLER, ITS AFFILIATES,
SUBCONTRACTORS, OR SUPPLIERS BE LIABLE
FOR ANY LOSS OF PROFIT OR REVENUES, LOSS OF
USE OF THE PRODUCTS OR SERVICES, OR ANY
ASSOCIATED EQUIPMENT, COST OF CAPITAL,
COST OF SUBSTITUTE GOODS, FACILITIES,
SERVICES OR REPLACEMENT POWER, DOWNTIME
COSTS OR CLAIMS OF BUYER'S CUSTOMERS FOR
DAMAGES OR FOR ANY SPECIAL, PROXIMATE,
CONSEQUENTIAL, INCIDENTAL, INDIRECT OR
EXEMPLARY DAMAGES. If Buyer transfers title to, or
leases Products sold hereunder to, or otherwise permits
or suffers use by, any third party, Buyer shall obtain from
such third party a provision affording Seller and its
subcontractors/suppliers the protection of the preceding
sentence. Any action against Seller must be brought
within 18 months after cause of action accrues.
IX. EXCUSABLE DELAYS
A. Seller shall not be liable for delays in delivery or failure
to perform due directly or indirectly to causes beyond
Seller's reasonable control including but not limited to:
