Performance Warranty, in whole or in part, on any particular Product(s) to any of Buyer's
customers; whereupon (A) such customer may enforce such Performance Warranty against
Seller on, in, and for such customer's own behalf, name, and benefit, and (B) Buyer may enforce
such Performance Warranty against Seller on, in, and for Buyer's or such customer's behalf,
name, or benefit.
b.
Warranty Obligations. During the Warranty Period, Seller shall, at no
additional cost to Buyer, credit or replace at Buyer's option any Product that fails to conform to
its Performance Warranty in any respect whatsoever (each, a "Defective Product"). If Buyer's
option is for credit, Seller shall grant Buyer a credit equal to the full amount of the Purchase
Price originally paid by Buyer for the Product. If Buyer's option is to replace such Product, the
replacement Product must conform to the Performance Warranty in all respects ("Conforming
Product(s)"). Replacement Products must be new product; no repaired product will be accepted.
Seller shall replace, at the Buyer's option, each Defective Product and redeliver a Conforming
Product to Buyer as soon as possible, and in all events no later than five (5) days of Seller's
receipt of each Defective Product. In the event that Seller fails to do so, Buyer shall be entitled
to an immediate and full refund of the Purchase Price paid to Seller for such Defective Product.
All return shipments of Defective Products to Seller shall be at Seller's sole cost, risk, and
expense. Seller shall bear all shipping cost for warranty returns and replacements. Seller shall
bear all reasonable direct costs and expenses incurred by Buyer to replace a Defective Product
with a Conforming Product, including, but not limited to, labor and travel expenses. Buyer has
the right to return Product on a per occurrence basis. No minimum quantity shall be required for
returns. At the end of the Warranty Period the Seller will make available to the Buyer any
technical documentation (including schematic diagrams), repair parts and training for Buyer
technicians as may be reasonably required to permit Buyer to maintain and repair the Products.
c.
Inspection. All Products shall be subject to inspection and testing by
Buyer prior to acceptance and payment of the Purchase Price therefor. Any Product requiring
installation shall not be deemed finally accepted until Buyer establishes that such Product
conforms to the Performance Warranty through installation, inspection, or use thereof. The
Performance Warranty on each Product shall survive any testing, inspection, delivery, payment,
and acceptance of any Product by Buyer.
d.
Rejection. Buyer may, in its sole discretion, and at Seller's sole cost,
reject and return each Defective Product and Excess Product to Seller prior to remitting payment
of the Purchase Price therefor, without further liability or obligation to Seller with respect
thereto.
e.
Discontinued Products. Seller shall continue to offer Product support to
repair and/or provide service parts for a period of five (5) years beginning with the date the
Product is discontinued or no longer offered for sale by Seller.
f.
Rights and Remedies. No payment shall be due hereunder for any amount
invoiced for any Defective Product, Excess Product, Premature Product, or any Product not
received at the Delivery Location by the Delivery Date ("Undelivered Product(s)"). Nothing
herein shall limit Buyer's right to cancel Purchase Orders for Defective Products and undelivered
Products hereunder or Buyer's right to revoke its acceptance of any Defective Product under this
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