Common use of Guarantees and Warranties Clause in Contracts

Guarantees and Warranties. 8.1 Seller warrants that (1) it has good and merchantable title to the Products free and clear of any liens, restrictions, encumbrances or security interests; (2) the Products shall conform to the description and applicable specifications; and (3) the Products are consistent with any samples, models or designs provided by Seller and agreed by Braskem. Seller further warrants that the Products are of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials or workmanship. Unless otherwise provided in this Contract, the "Warranty Period" shall be one (1) year from date of initial operation or usage but not to exceed eighteen (18) months from the date of acceptance by Braskem. The foregoing warranties are in addition to any express warranty or services guarantee given by Seller to Braskem or provided by law. 8.2 If, during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 Seller 10.1 DBW warrants that (1) it has good and merchantable title to the Products free and clear of any liensall equipment, restrictions, encumbrances whether fabricated by DBW or security interests; (2) the Products shall conform to the description and applicable specifications; and (3) the Products are consistent with any samples, models or designs provided by Seller and agreed by Braskem. Seller further warrants that the Products are of good and merchantable quality and suitable procured from third parties against all defects for its intended purpose, and free from any defects in design, materials or workmanship. Unless otherwise provided in this Contract, the "Warranty Period" shall be one (1) year from the earlier of (a) the completion date, or (b) the date the Work is terminated by OWNER pursuant to the provisions of initial Article XI. The warranties granted by DBW in this Agreement are hereafter referred to collectively as the "Warranties." 10.2 DBW does not warrant the Work, the design and engineering Work or the equipment against failure due to faulty operation or usage but not to exceed eighteen (18) months which results from service under conditions more severe that those contemplated by the date of acceptance by Braskem. The foregoing warranties are specifications shown in addition to any express warranty or services guarantee given by Seller to Braskem or Exhibit Part A-VII & VIII and specification sheets provided by lawDBW within 60 days and reasonably approved by OWNER and shown in Exhibit Part B. If any warranty provided by an equipment supplier exceeds one year from completion date, DBW shall assign such rights to OWNER. 8.2 If10.3 If the equipment fails or the Project does not produce at the guaranteed rate and efficiency, during and DBW is responsible for the Warranty Perioddeficiency, DBW shall immediately initiate work to correct the deficiency by repairing the equipment or furnishing replacement equipment or by adjusting Project operations. In the event 45 days after DBW first asserts the Project is ready for start up and the deficiency has not been corrected, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to start up date will be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work")redefined. Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days If after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which start up Guarantees have not been met, DBW's Contract Price shall be reduced by the repaired or replaced Products or services are accepted by Braskemamount specified in Guarantees in Exhibit Part A-IX. Defective items must be held for DBW's inspection for a reasonable period of time. If DBW is not responsible for the deficiency, DBW shall adjust the Guarantees or, at OWNER'S request, DBW will provide a bid to correct the deficiency and OWNER will pay the reasonable cost of evaluation. 8.5 The warranties 10.4 Except as set forth herein in this Agreement, DBW MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EQUIPMENT OR THE PRODUCT TO BE MADE BY THE EQUIPMENT, OR THE MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF EITHER. In no event shall not affect DBW or limit OWNER be liable for incidental or consequential damages to the other including any claims for lost profits, delay, disruption or acceleration damages. 10.5 The performance guarantees contained in Exhibit Part A-IX (the "Guarantees") are the only such guarantees offered by DBW. Once the Guarantees have been met by successful completion of Braskem's other rights or remedies provided by the Contract or applicable lawAcceptance Test, and such Guarantees shall not be deemed to establish a period have been fulfilled and DBW's obligations with respect to the Guarantees shall have been terminated. 10.6 DBW is not responsible for the validity and accuracy of limitation any written engineering data furnished by or prescription within which through OWNER and used by DBW in the design of the Project. If DBW is aware of any errors or inaccuracies in such other rights data, DBW shall immediately notify OWNER and DBW shall be relieved of its obligations to the extent so affected. DBW is not responsible for the performance of any process equipment furnished by or remedies must through OWNER and used by DBW in the Project. DBW will be asserted.relieved of its obligations to the extent that operation or performance of the Project is affected by the equipment supplied by OWNER

Guarantees and Warranties. 8.1 Seller (a) SPAFAS warrants that to EMBREX as follows: (1) it has good The BDA delivered to EMBREX pursuant to this Agreement shall conform with the agreed product specifications set forth in Exhibits A, B, and merchantable title C, and shall be manufactured in accordance with Title IX of the Code of Federal Regulations (9 CFR Parts 100-117) and all other applicable laws, rules, regulations and regulatory advisements. Upon notification by EMBREX that the BDA delivered to EMBREX under this Agreement is not acceptable, as EMBREX’s sole remedy and SPAFAS’ sole liability hereunder, SPAFAS shall replace the BDA promptly or, at EMBREX’s election, remit to EMBREX, an amount equal to the Products free and clear price actually paid by EMBREX to SPAFAS for the unacceptable BDA. Any modification of any liens, restrictions, encumbrances or security interests; (2) the Products BDA by EMBREX shall conform to the description and applicable specifications; and (3) the Products are consistent with any samples, models or designs provided by Seller and agreed by Braskemvoid this warranty. Seller further warrants that the Products are of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials or workmanship. Unless otherwise provided in this Contract, the "Warranty Period" The foregoing warranty shall be subject to EMBREX maintaining the BDA in accordance with SPAFAS’ [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. written instructions and making such claim within one (1) year from date of initial operation receipt of the BDA at issue by EMBREX, subject to the acceptance procedures set forth in Section 2.01(c). SPAFAS further warrants that, to the best of SPAFAS’ knowledge, SPAFAS owns all right, title and interest in and to the processes used to manufacture BDA under this Agreement or usage but not otherwise has the right to exceed eighteen (18) months from the date of acceptance by Braskemuse such processes without further cost or liability to EMBREX. The foregoing warranties are shall not, under any circumstances, apply to and SPAFAS will not be responsible for, any special, indirect, consequential or incidental damages arising out of or in addition to any express connection with the production, sale or use of BDA by EMBREX This warranty is in lieu of, and specifically disclaims and excludes, all other warranties, express, implied or services guarantee given by Seller to Braskem or provided by law. 8.2 Ifstatutory, during including the Warranty Period, the Products or any portion thereof fail to conform to the requirements warranties of this Contract, or are otherwise found to be defective, excluding normal wear merchantability fitness for a particular purpose and tear, then, such non-conforming infringement of any patent, trademark or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other intellectual property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Workright. In no eventevent shall SPAFAS’ liability under this agreement, including without limitation any claims of the type identified in Section 2.05(e), exceed the amounts paid by EMBREX for BDA in the prior calendar year, which period may include, as appropriate, shipments made prior to execution of this Agreement. (2) SPAFAS is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance and observance of all terms, conditions and obligations have been duly authorized by any necessary actions on the part of SPAFAS. (3) The execution and delivery of this Agreement and the consummation of all of the transactions contemplated hereby do not and will not conflict with, or be in contravention of, any work undertaken of SPAFAS’s corporate documents or any instrument or contract to which SPAFAS is a party. (b) EMBREX warrants to SPAFAS as follows: (1) EMBREX is a corporation duly organized, validly existing and in good standing under the laws of the State of North Carolina, with all requisite corporate power and authority to execute and deliver this Agreement, and to perform its obligations hereunder. The execution and delivery of this Agreement and the performance and observance of all terms, conditions and obligations have been duly authorized by Braskem any necessary actions on the part of EMBREX. (2) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with, or be in the contravention of, any of EMBREX’s corporate documents or any instrument or contract to which EMBREX is a party. (3) EMBREX warrants that it owns or licenses all right, title and interest in the BDA furnished by EMBREX to SPAFAS heretofore or hereunder and the intellectual property related thereto, and that SPAFAS’ use of any and all such material in connection with the services provided heretofore or hereunder do not infringe any third party intellectual property or other proprietary rights. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. (c) Subject to the limitation of liability contained in Section 2.05(a)(1), SPAFAS shall indemnify and hold EMBREX harmless from and against all claims, causes of action, settlement costs, including reasonable attorney’s fees, losses or liabilities of any kind asserted by third persons to the extent they arise out of or are attributable to SPAFAS’ breach of any of its warranties, representations and covenants under this Article limitAgreement or the negligence or willful malfeasance of SPAFAS’s employees, impair agents or void representatives. (d) EMBREX shall indemnify and hold SPAFAS harmless from and against all claims, causes of action, settlement costs, including reasonable attorney’s fees, losses or liabilities of any performance kind asserted by third persons to the extent they arise out of or are attributable to EMBREX’s breach of any of its representations, warranties and covenants under this Agreement or the negligence or willful malfeasance of EMBREX’s employees, agents or representatives or the manufacture, distribution, use, sales or other guarantees disposition by EMBREX, or warranties provided any distributor, customer, sublicensee or representative of EMBREX, of any of EMBREX’s product incorporating BDA produced or supplied by Seller. 8.4 Any Products SPAFAS hereunder, or services repaired any claim by a third party of infringement of its patent rights or replaced hereunder shall have unauthorized use or misappropriation of its know-how, based upon an assertion or claim arising out of SPAFAS’ use of EMBREX’s Subject Technology, except to the warranties herein provided for longer extent any such claims arise out of (i) the remainder or are attributable to SPAFAS’ breach of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The its warranties set forth herein shall not affect or limit any in Section 2.05(a) (disregarding, solely for purposes of Braskem's other rights or remedies provided by this provision, the Contract or applicable lawknowledge qualification in Section 2.05(a) as to intellectual property matters). (e) NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be assertedINCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES ARISING OUT OF OR RELATING TO THIS AGREEMENT; PROVIDED HOWEVER, THIS LIMITATION SHALL NOT APPLY TO LOSSES ARISING FROM THIRD PARTY CLAIMS FOR WHICH A PARTY IS INDEMNIFIED UNDER THE TERMS OF THIS AGREEMENT.

Guarantees and Warranties. 8.1 13.1 Seller expressly guarantees and warrants all Goods to be free from defects in design, materials, and workmanship; to conform strictly to specifications, drawings and approved samples, if any; and to be new, of the most suitable grade; and to meet or exceed all performance criteria set forth in the Order. Seller further guarantees and warrants that (1) it Seller has good and merchantable title to the Products title, free and clear of any all liens, restrictionsclaims, security interests or encumbrances to all Goods furnished under this Order. In the event of breach, Buyer may either return for credit or security interests; (2) require prompt correction, repair, or replacement of the Products defective or nonconforming Goods. Seller shall conform promptly correct all deficiencies for services related work which are found not to be in accordance with the description statement of work. All costs, including shipping, travel, reasonable removal and applicable specifications; installation costs in connection with Goods to be replaced or repaired, or for services to be re-performed shall be borne by Seller. 13.2 All Seller inspections, service, repairs or corrective work resulting from Seller furnished defective or nonconforming Goods or the replacement thereofshall be performed promptly and (3) at the Products are consistent convenience of the Buyer. 13.3 With the Seller’s prior agreement, Buyer may repair defects in Goods or correct deficiencies in Services all costs therefore shall be for Seller’s account and, in the event Sellerfails to promptlyproceed with repair or correction of defective Goods or Services thereof, Buyer may repair or correct Seller’s nonconforming Goods or procure replacement Goods elsewhere with all costs of such actions for Seller’s account. Buyer shall be entitled to deduct all costs for the foregoing repairs, corrections, or replacement from any samples, models or designs provided by amounts owing to Seller and agreed by BraskemSeller shall be liable to Buyer for any excess. Seller further warrants that the Products are shall not be relieved of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials obligations it may have to Buyer due to Buyer’s actions under this Article 13.3. 13.4 Any guarantee or workmanship. Unless otherwise warranty herein provided in this Contract, the "Warranty Period" shall be one valid for twelve (112) year months from date of initial operation or usage but not commercial use of the Goods. 13.5 In the case of reselling, Seller shall convey to exceed eighteen (18) months from Buyer all warranties made by the date of acceptance by Braskem. The foregoing warranties are original manufacturer, in addition to any express warranty or services guarantee given by Seller to Braskem or provided by law. 8.2 If, during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 13.1 Seller expressly guarantees and warrants all Goods to be free from defects in design, materials, and workmanship; to conform strictly to specifications, drawings and approved samples, if any; and to be new, of the most suitable grade; and to meet or exceed all performance criteria set forth in the Order. Seller further guarantees and warrants that (1) it Seller has good and merchantable title to the Products title, free and clear of any all liens, restrictionsclaims, security interests or encumbrances to all Goods furnished under this Order. In the event of breach, Buyer may either return for credit or security interests; (2) require prompt correction, repair, or replacement of the Products defective or nonconforming Goods. Seller shall conform promptly correct all deficiencies for services related work which are found not to be in accordance with the description statement of work. All costs, including shipping, travel, reasonable removal and applicable specifications; installation costs in connection with Goods to be replaced or repaired, or for services to be re-performed shall be borne by Seller. 13.2 All Seller inspections, service, repairs or corrective work resulting from Seller furnished defective or nonconforming Goods or the replacement thereofshall be performed promptly and (3) at the Products are consistent convenience of the Buyer. 13.3 With the Seller’s prior agreement, Buyer may repair defects in Goods or correct deficiencies in Services all costs therefore shall be for Seller’s account and, in the event Sellerfails to promptlyproceed with repair or correction of defective Goods or Services thereof, Buyer may repair or correct Seller’s nonconforming Goods or procure replacement Goods elsewhere with all costs of such actions for Seller’s account. Buyer shall be entitled to deduct all costs for the foregoing repairs, corrections, or replacement from any samples, models or designs provided by amounts owing to Seller and agreed by BraskemSeller shall be liable to Buyer for any excess. Seller further warrants that the Products are shall not be relieved of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials obligations it may have to Buyer due to ▇▇▇▇▇’s actions under this Article 13.3. 13.4 Any guarantee or workmanship. Unless otherwise warranty herein provided in this Contract, the "Warranty Period" shall be one valid for twelve (112) year months from date of initial operation or usage but not commercial use of the Goods. 13.5 In the case of reselling, Seller shall convey to exceed eighteen (18) months from Buyer all warranties made by the date of acceptance by Braskem. The foregoing warranties are original manufacturer, in addition to any express warranty or services guarantee given by Seller to Braskem or provided by law. 8.2 If, during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 13.1 Seller expressly guarantees and warrants all Goods to be free from defects in design, materials, and workmanship; to conform strictly to specifications, drawings and approved samples, if any; and to be new, of the most suitable grade; and to meet or exceed all performance criteria set forth in the Order. Seller further guarantees and warrants that (1) it Seller has good and merchantable title to the Products title, free and clear of any all liens, restrictionsclaims, security interests or encumbrances to all Goods furnished under this Order. In the event of breach, Buyer may either return for credit or security interests; (2) require prompt correction, repair, or replacement of the Products defective or nonconforming Goods. Seller shall conform promptly correct all deficiencies for services related work which are found not to be in accordance with the description statement of work. All costs, including shipping, travel, reasonable removal and applicable specifications; installation costs in connection with Goods to be replaced or repaired, or for services to be re-performed shall be borne by Seller. 13.2 All Seller inspections, service, repairs or corrective work resulting from Seller furnished defective or nonconforming Goods or the replacement thereof shall be performed promptly and (3) at the Products are consistent convenience of the Buyer. 13.3 With the Seller’s prior agreement, Buyer may effect repair of defects in Seller’s equipment or correct the deficiencies of the services performed and all costs therefore shall be for Seller’s account and, in the event Seller fails to promptly proceed with repair or correction of defective Goods or services thereof, Buyer may repair or correct Seller’s nonconforming Goods or procure replacement Goods elsewhere with all costs of such actions for Seller’s account. Buyer shall be entitled to deduct all costs for the foregoing repairs, corrections, or replacement from any samples, models or designs provided by amounts owing to Seller and agreed by BraskemSeller shall be liable to Buyer for any excess. Seller further warrants that the Products are shall not be relieved of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials obligations it may have to Buyer due to Buyer’s actions under this Paragraph 13.3. 13.4 Any guarantee or workmanship. Unless otherwise warranty herein provided in this Contract, the "Warranty Period" shall be one valid for twelve (112) year months from date of initial operation or usage but not to exceed eighteen (18) months from the date of acceptance by Braskem. The foregoing warranties are in addition to any express warranty or services guarantee given by Seller to Braskem or provided by law. 8.2 If, during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result commercial use of the Warranty WorkGoods. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 Seller warrants that (1) it has good and merchantable title to the Products free and clear of any liens, restrictions, encumbrances or security interests; (2) the Products shall conform to the description and applicable specifications; and (3) the Products are consistent with any samples, models or designs provided by Seller and agreed by Braskem. Seller further warrants that the Products are of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials or workmanship. Unless A. Except as otherwise expressly provided in this Contractcontract, and in addition to all other warranties expressed, implied, or customary in the trade, the "Warranty Period" shall D-BE warrants all work to be free from defects of design, material, and workmanship, for a period of one (1) year from date of initial operation or usage but not to exceed eighteen (18) months from the date Notice of acceptance by BraskemCompletion. The foregoing D-BE, promptly after receipt of notice, shall make good at its expense all defects developing during this period, including labor and material. If, in the opinion of Owner's Project Manager, defective materials or workmanship require immediate correction or attention to prevent loss to the Owner, or to prevent interruption of operations of the County of Orange, the Owner will attempt to give the notice required by this article, but the Owner may, notwithstanding the provisions of this article, proceed to make such correction or provide such attention and the costs of such correction or attention shall be charged against the D-BE. Such action by the Owner will not relieve the D-BE of the guarantees provided in this article or elsewhere in this contract. B. All subcontractors', manufacturers', or suppliers' warranties are and guarantees, expressed or implied, respecting any material or equipment used in or a part of the work (whether on equipment of the nature above specified or otherwise) shall be deemed obtained by the D-BE as the agent of the Owner and all such warranties and guarantees shall inure to the benefit of the Owner without the necessity of separate transfer or assignment thereof; provided that, if directed by the Owner’s Project Manager, the D-BE shall require such subcontractors, manufacturers, or suppliers to execute such warranties and guarantees in writing to the County of Orange. C. The remedies provided for in this clause shall not be restrictive of but shall be cumulative and in addition to all other remedies of the Owner in respect of latent defects or fraud, and any express warranty and all warranties expressed or services guarantee given by Seller to Braskem or provided by lawimplied. 8.2 IfD. Failure by the D-BE to take corrective action on warranty performance problems and/or construction deficiencies within 24 hours after personal or telephonic notice by the Owner on items affecting use of facility, during safety, or the Warranty Periodpreservation of property, and within ten days following written notice on other deficiencies, will result in the Owner taking whatever corrective action it deems necessary. All costs resulting from such action by the Owner will be claimed against D-BE or, if necessary, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty WorkPerformance Bond. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 Seller Subcontractor, in addition to all other guarantees and warranties required by law or by the Subcontract Documents, and not in limitation thereof, warrants and guarantees that its Work is and shall be in strict conformance with the requirements of the Subcontract Documents, and that it shall provide all necessary maintenance of the Work until Final Completion of the Project. For one year after the date of Final Completion of the Project, or such longer period as the Subcontract Documents or the law may require, Subcontractor shall: (1a) it has good and merchantable title promptly perform any corrective work on the Work without cost to the Products free and clear of any liens, restrictions, encumbrances Contractor or security interests; (2) the Products shall conform to the description and applicable specificationsOwner; and (3b) pay for the Products are consistent with cost of any samples, models or designs provided by Seller and agreed by Braskem. Seller further warrants that the Products are of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials or workmanship. Unless otherwise provided in this Contract, the "Warranty Period" shall be one (1) year from date of initial operation or usage but not to exceed eighteen (18) months from the date of acceptance by Braskem. The foregoing warranties are in addition corrective work to any express warranty adjacent work or services guarantee given by Seller to Braskem or provided by law. 8.2 If, materials damaged during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five such corrective work within ten (510) business days after being notified in writing by Braskem receipt of written notice from Contractor and without cost to Contractor and Owner. Any claim that the Products fail to conform to the requirements of this ContractSubcontractor is not responsible for corrective work, Seller, with a workforce acceptable to Braskemif any, shall commencebe resolved pursuant to Paragraph 17 hereof, and thereafter complete Subcontractor shall proceed diligently to perform such corrective work pending resolution of any such claim. The repair, replacement or re-performance of any such defective Work shall carry the same warranty and guaranty as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original installation. This warranty period and guaranty shall be in addition to, and not in limitation of, any other warranty, guaranty or (ii) six (6) months from the date on which the repaired remedy required or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided implied by the Contract Subcontract Documents or applicable law, . Enforcement of this warranty and guaranty is not Contractor’s exclusive remedy for the Subcontractor’s default. Nothing herein shall not be deemed to establish a period shorten any manufacturer’s warranty of limitation longer duration. Subcontractor shall be liable for all express or prescription within which such implied warranties, covenants and representations imposed by law or agreement relating to Subcontractor’s Work. Subcontractor’s obligations under this Paragraph and other rights warranty and guaranty provisions of the Subcontract Documents shall survive termination of this Subcontract for any reason with regard to any Work performed or remedies must be assertedprovided up to and including the effective date of termination.

Guarantees and Warranties. 8.1 13.1 Seller expressly guarantees and warrants all Goods to be free from defects in design, materials, and workmanship; to conform strictly to specifications, drawings and approved samples, if any; and to be new, of the most suitable grade; and to meet or exceed all performance criteria set forth in the Order. Seller further guarantees and warrants that (1) it Seller has good and merchantable title to the Products title, free and clear of any all liens, restrictionsclaims, security interests or encumbrances to all Goods furnished under this Order. In the event of breach, Buyer may either return for credit or security interests; (2) require prompt correction, repair, or replacement of the Products defective or nonconforming Goods. Seller shall conform promptly correct all deficiencies for services related work which are found not to be in accordance with the description statement of work. All costs, including shipping, travel, reasonable removal and applicable specifications; installation costs in connection with Goods to be replaced or repaired, or for services to be re-performed shall be borne by Seller. 13.2 All Seller inspections, service, repairs or corrective work resulting from Seller furnished defective or nonconforming Goods or the replacement thereof shall be performed promptly and (3) at the Products are consistent convenience of the Buyer. 13.3 With the Seller’s prior agreement, Buyer may effect repair of defects in Seller’s equipment or correct the deficiencies of the services performed and all costs therefore shall be for Seller’s account and, in the event Seller fails to promptly proceed with repair or correction of defective Goods or services thereof, Buyer may repair or correct Seller’s nonconforming Goods or procure replacement Goods elsewhere with all costs of such actions for Seller’s account. Buyer shall be entitled to deduct all costs for the foregoing repairs, corrections, or replacement from any samples, models or designs provided by amounts owing to Seller and agreed by BraskemSeller shall be liable to Buyer for any excess. Seller further warrants that the Products are shall not be relieved of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials obligations it may have to Buyer due to Buyer’s actions under this Paragraph 13.3. 13.4 Any guarantee or workmanship. Unless otherwise warranty herein provided in this Contract, the "Warranty Period" shall be one valid for twelve (112) year months from date of initial operation or usage but not commercial use of the Goods. 13.5 In the case of reselling, Seller shall convey to exceed eighteen (18) months from Buyer all warranties made by the date of acceptance by Braskem. The foregoing warranties are original manufacturer, in addition to any express warranty or services guarantee given by Seller to Braskem or provided by law. 8.2 If, during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 13.1 Seller expressly guarantees and warrants all Goods to be free from defects in design, materials, and workmanship; to conform strictly to specifications, drawings and approved samples, if any; and to be new, of the most suitable grade; and to meet or exceed all performance criteria set forth in the Order. Seller further guarantees and warrants that (1) it Seller has good and merchantable title to the Products title, free and clear of any all liens, restrictionsclaims, security interests or encumbrances to all Goods furnished under this Order. In the event of breach, Buyer may either return for credit or security interests; (2) require prompt correction, repair, or replacement of the Products defective or nonconforming Goods. Seller shall conform promptly correct all deficiencies for services related work which are found not to be in accordance with the description statement of work. All costs, including shipping, travel, reasonable removal and applicable specifications; installation costs in connection with Goods to be replaced or repaired, or for services to be re-performed shall be borne by Seller. 13.2 All Seller inspections, service, repairs or corrective work resulting from Seller furnished defective or nonconforming Goods or the replacement thereof shall be performed promptly and (3) at the Products are consistent convenience of the Buyer. 13.3 With the Seller’s prior agreement, Buyer may effect repair of defects in Seller’s equipment or correct the deficiencies of the services performed and all costs therefore shall be for Seller’s account and, in the event Seller fails to promptly proceed with repair or correction of defective Goods or services thereof, Buyer may repair or correct Seller’s nonconforming Goods or procure replacement Goods elsewhere with all costs of such actions for Seller’s account. Buyer shall be entitled to deduct all costs for the foregoing repairs, corrections, or replacement from any samples, models or designs provided by amounts owing to Seller and agreed by BraskemSeller shall be liable to Buyer for any excess. Seller further warrants that the Products are shall not be relieved of good and merchantable quality and suitable for its intended purpose, and free from any defects in design, materials obligations it may have to Buyer due to ▇▇▇▇▇’s actions under this Article 13.3. 13.4 Any guarantee or workmanship. Unless otherwise warranty herein provided in this Contract, the "Warranty Period" shall be one valid for twelve (112) year months from date of initial operation or usage but not commercial use of the Goods. 13.5 In the case of reselling, Seller shall convey to exceed eighteen (18) months from Buyer all warranties made by the date of acceptance by Braskem. The foregoing warranties are original manufacturer, in addition to any express warranty or services guarantee given by Seller to Braskem or provided by law. 8.2 If, during the Warranty Period, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work"). Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which the repaired or replaced Products or services are accepted by Braskem. 8.5 The warranties set forth herein shall not affect or limit any of Braskem's other rights or remedies provided by the Contract or applicable law, and shall not be deemed to establish a period of limitation or prescription within which such other rights or remedies must be asserted.

Guarantees and Warranties. 8.1 Seller warrants that (1) it has good and merchantable title to the Products free and clear of any liens17.1 LESSOR warranties all equipment whether fabricated by LESSOR or procured from third parties, restrictions, encumbrances or security interests; (2) the Products shall conform to the description and applicable specifications; and (3) the Products are consistent with any samples, models or designs provided by Seller and agreed by Braskem. Seller further warrants that the Products are of good and merchantable quality and suitable against all defects for its intended purpose, and free from any defects in design, materials or workmanship. Unless otherwise provided in this Contract, the "Warranty Period" shall be one (1) year from the earlier of (a) the completion date, except where such warranty is not furnished by supplier, or (b) the date the Work is first suspended or terminated by LESSEE pursuant to the provisions of initial Article XI of a separate agreement between the parties identified as HCHO/UFC Turnkey Plant "B" Sale Contract. 17.2 LESSOR does not warrant the Work, the design and engineering work or the Equipment against failure due to faulty operation or usage but not to exceed eighteen (18) months which results from service under conditions more severe that those contemplated by the date of acceptance by Braskem. The foregoing warranties are specifications shown in addition to any express warranty or services guarantee given by Seller to Braskem or Main Contract Part A and specification sheets provided by lawLESSOR. If any warranty provided by an equipment supplier exceeds one year from completion date, LESSOR shall assign such rights to LESSEE. 8.2 If17.3 If the equipment fails or the Plant does not produce at the guaranteed rate and efficiency, during and LESSOR is responsible for the Warranty Perioddeficiency, LESSOR shall immediately initiate work to correct the deficiency by repairing the equipment or furnishing replacement equipment or by adjusting plant operations. In the event 45 days after LESSOR first asserts the plant is ready for start up the deficiency has not been corrected, the Products or any portion thereof fail to conform to the requirements of this Contract, or are otherwise found to start up date will be defective, excluding normal wear and tear, then, such non-conforming or defective Products shall, at Braskem's option, be promptly repaired or replaced at Seller's sole cost and expense ("Warranty Work")redefined. Seller shall bear the expense of making good all other property destroyed or damaged by its defective Product or as a result of the Warranty Work. 8.3 Within five (5) business days If after being notified in writing by Braskem that the Products fail to conform to the requirements of this Contract, Seller, with a workforce acceptable to Braskem, shall commence, and thereafter complete as rapidly as reasonably possible, repair or replacement of the non-conforming Products or services. Notwithstanding the foregoing, if in the sole discretion of Braskem, the non-conforming or defective Products or services create an immediate risk to person or property or the Products are critical to Braskem's operations, Braskem may undertake the Warranty Work and charge Seller for all reasonable costs associated with the Warranty Work. In no event, will any work undertaken by Braskem pursuant to this Article limit, impair or void any performance or other guarantees or warranties provided by Seller. 8.4 Any Products or services repaired or replaced hereunder shall have the warranties herein provided for longer of (i) the remainder of the original warranty period or (ii) six (6) months from the date on which start up guarantees have not been met, LESSOR's Purchase Option Contract Price shall be reduced by the repaired or replaced Products or services are accepted by Braskemamount specified in Guarantees (Exhibit IX) in Main Contract Part A. Defective items must be held for LESSOR's inspection for a reasonable period of time. If LESSOR is not responsible for the deficiency, LESSOR shall adjust the guarantees or, at LESSEE'S request, LESSOR will provide a bid to correct the deficiency and LESSEE will pay the reasonable cost of evaluation and correction. 8.5 The warranties 17.4 Except as set forth herein in this Agreement, LESSOR MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EQUIPMENT OR THE PRODUCT TO BE MADE BY THE EQUIPMENT, OR THE MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OF EITHER. In no event shall not affect LESSOR or limit LESSEE be liable for incidental or consequential damages to the other including any claims for lost profits, delay, or disruption damages. 17.5 The Guarantees contained in Main Contract Part A Exhibit IX are the only guarantees offered by LESSOR. Once the guarantees have been met by successful completion of Braskem's other rights or remedies provided by the Contract or applicable lawAcceptance Test, and such guarantees shall not be deemed to establish a period have been fulfilled and LESSOR's obligations with respect to the guarantees shall have been terminated. 17.6 LESSOR is not responsible for the validity and accuracy of limitation any written engineering data furnished by or prescription within which through LESSEE and used by LESSOR in the design of the Plant. If LESSOR is aware of any errors or inaccuracies in such other rights data, LESSOR shall immediately notify LESSEE and LESSOR is relieved of its obligations to the extent so affected. LESSOR is not responsible for the performance of any process equipment furnished by or remedies must through LESSEE and used by LESSOR in the Plant. LESSOR will be asserted.relieved of its obligations to the extent that operation or performance of the Plant is affected by the equipment supplied by LESSEE