Warranties and Remedies. 6.1 Mersen warrants that all Goods will be free from defects in design (unless such design is provided or requested by Buyer), material, and workmanship for a period of twelve (12) months from the date of delivery unless indicated otherwise in Mersen’s offer (“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are not manufactured by Mersen but sold by Mersen in connection with the provision of the Goods or Services hereunder, shall not exceed the terms and period of warranty granted by its suppliers or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services. 6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”). 6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expense, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have not been caused by any of the Warranty Exclusions. 6.4 Mersen’s sole and maximum liability for breach of the warranty stated in Section 6.1 is limited to the obligation, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections of the Goods and the management of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the Goods). 6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTY. 6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Warranties and Remedies. 6.1 Mersen warrants that all 8.1 Any claim by the Purchaser which is based on any defect in the quality or condition of the Goods will or their failure to correspond with specifications as represented by the manufacturer or producer of such Goods shall be free from defects notified in design (unless such design is provided or requested by Buyer), material, and workmanship for a period of twelve (12) months writing to the Supplier within fourteen days from the date of delivery unless indicated otherwise in Mersen’s offer (“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are not manufactured by Mersen but sold by Mersen in connection with the provision receipt of the Goods or Services hereunder, shall (where the defect or failure was not exceed the terms and period of warranty granted by its suppliers or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services.
6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (iapparent on reasonable from inspection) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) fourteen days after discovery of the defect or failure in such manner or format as may be required by the Supplier. The Purchaser shall also examine the Goods for defects before bringing to market, in particular regarding safety and suitability for use. During use, the Goods shall be monitored constantly with regard to safety and defects; . If there are even slight reservations concerning the suitability for use or the slightest reservations concerning safety, the Goods must not be used or sold and their distribution must be shut down immediately. The Supplier shall be given written notification immediately thereafter, specifying the reservations or the defect. However in no event shall the Purchaser be entitled to reject the Goods, except where the defect or failure is such that the Goods are non-conforming to the order specified in such Contract..
8.2 With respect to such non-conforming Goods for which the Supplier has been properly notified, the Goods (bor part thereof) at Mersenwill be, in Supplier’s optionsole discretion, either Buyer returns the defective Goods to Mersen at Buyer’s expense, repaired or provides Mersen with access to replaced free of charge as originally ordered. Where the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have not been caused by any so repaired or replaced within a reasonable time, the Supplier and the Purchaser shall discuss in good faith and agree on the remedial action to be taken. In lieu of repair or replacement, the Warranty ExclusionsSupplier may, at its sole discretion, grant such a reduction to the Purchaser. Upon a repair, replacement or price reduction being made as aforesaid, the Supplier shall have no further liability whatsoever to the Supplier.
6.4 Mersen’s sole and maximum liability for breach of 8.3 When the warranty stated in Section 6.1 is limited to the obligation, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or Supplier has provided replacement Goods or Services supplied given the Purchaser a refund, the defective or non-conforming Goods or parts thereof shall be returned to the Supplier or destroyed by Mersen for Purchaser, in Supplier’s sole discretion, at Supplier’s sole cost and expense.
8.4 It is expressly understood and acknowledged by the remaining term Purchaser that with respect to any defective Goods as between the Supplier and the manufacturer of the relevant Warranty Period. In case Mersen inspects and/or repairs Goods, the Goods on Buyer’s site, Buyer Purchaser shall (i) provide reasonable access to equipment have no legal recourse against the Supplier and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaidSupplier shall have no legal liability whatsoever, and (ii) make available without limiting the provisions specified in section 10, with respect to Mersen Buyer's personnelsuch Goods. Purchaser shall look solely to the applicable manufacturer’s warranties as a remedy. Moreover, facilities equipment the Purchaser is in compliance with and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out shall continue to be unfoundedin compliance with any federal, state, local or foreign statutes, laws or regulations with respect to the Buyer shall reimburse to Mersen all costs incurred by conduct of its business, or the latter for the inspections ownership or operation of the Goods and the management of the claims (including its business including, but not limited to, those laws and regulations relating to travel costs, expert’s reports costs, man-hours for the inspection sale of the Goods)duty and or tax free goods.
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTY.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Warranties and Remedies. 6.1 Mersen 9.1 The Seller hereby warrants to Sigmatex that all the Goods will be free from defects in design (unless such design is provided or requested by Buyer), material, and workmanship for a period comply with the requirements of twelve (12) months from the date of delivery unless indicated otherwise in Mersen’s offer (“Warranty Period”)Contract. Notwithstanding Without prejudice to the foregoing, Mersen’s warranty for the Seller warrants that in the performance of its obligations under the Contract it will comply with all laws, rules, regulations, decrees and other ordinances issued by any toolssupra-governmental, accessories governmental, state or goodsother authority relating to the subject matter of the Contract.
9.2 The Seller warrants that in relation to any licence of IPRs in clause 14 or otherwise, which are not manufactured by Mersen but sold by Mersen it has the right to grant that licence and that the exercise of that licence in connection accordance with the provision Contract will not infringe any IPRs of any third party.
9.3 Without prejudice to the other rights of Sigmatex for breach by the Seller, where any of the Goods or Services hereundersupplied to Sigmatex are found within eighteen months of the Delivery Date (or, shall where a Goods has a shelf-life of less than eighteen months, within that shelf-life) not exceed the terms and period of warranty granted by its suppliers or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications be in accordance with generally recognized industry standards for similar services.the Contract Sigmatex shall be entitled at its sole option to:
6.2 The warranties set forth a) reject all of the Goods, terminate the Contract as a whole, and require the Seller to refund the Price;
a) accept delivery of those Goods which have been delivered in Section 6.1 do not apply to compliance with the Contract, and Mersen makes no representations or warranty whatsoever with terminate the Contract in respect to defects caused by: (i) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods which do not comply with the Contract and require the Seller to refund that part of the Price paid for the non-compliant Goods; or
b) require the Seller at the Seller's cost to repair or replace the Goods with Goods conforming to the requirements of the Contract, carry out repairs and rectification work itself to the Goods, and pay the costs of any such repairs, replacements or rectification work and/or to terminate the Contract in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, relation to any undelivered Goods. If it is necessary to open up or (vi) dismantle any other works or assemblies to permit such repair or replacement then the Seller shall bear the cost of a part of such opening up, dismantling or reassembly and the Goods by Buyer or a third partymaking good after repairs, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expense, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; replacements and (c) Mersen’s examination testing of such Goods shall disclose have been completed to Sigmatex’s reasonable satisfaction.
9.4 Where either party is or ought reasonably to be aware that the Goods are defective in such defects a way that any reasonable manufacturer or failures have not been caused by any supplier would conclude that they should be subject to a recall or that customers should be notified of the Warranty Exclusions.
6.4 Mersendefect, the relevant party shall promptly notify the other of that fact. The Seller shall promptly investigate the alleged defect thoroughly and report to Sigmatex on its finding. The Seller shall pay on an indemnity basis Sigmatex’s sole costs, expenses and maximum liability for breach losses resulting from any product recall (whether undertaken by Sigmatex or any customer of Sigmatex) including the warranty stated in Section 6.1 is limited cost of issuing notices to the obligation, to repair, replace or reimburse Buyer for the purchase price customers of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections of the Goods defect and the management cost of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the collecting any Goods).
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTY.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Sources: Terms and Conditions
Warranties and Remedies. 6.1 Mersen 14.1 The Seller warrants to the Buyer that all it is fully qualified, equipped, organised and financed to perform its obligations under the Contract, and undertakes, represents and warrants to the Buyer that the Goods will shall:
14.1.1 be accompanied with accurate, complete and comprehensible instructions in English for the treatment, assembly, use and/or storage of the Goods;
14.1.2 conform to the Purchase Order and with any instructions of the Buyer, and shall otherwise meet the requirements of the Purchase Order and this Contract;
14.1.3 be of satisfactory quality, free from defects in design (unless such design is provided or requested by Buyer), material, materials and workmanship and fit for all purposes for which the Goods are commonly supplied (whether any intended purpose is implied or expressly stated in the Specification and/or Purchase Orders) for a period of twelve 18 months (12or as otherwise stated in the Purchase Order) months from the date the Goods are delivered or commissioned for use by the Buyer whichever is the later. Any repair/replacement shall also be warranted in the same way for the same period as the original Goods;
14.1.4 be free from design and other inherent defects (other than in relation to any design of delivery unless indicated otherwise the Buyer licensed to the Seller);
14.1.5 comply with all relevant legislation;
14.1.6 conform strictly as to quality, quantity and description with any samples provided by the Seller for the purpose of supply of Goods of that type;
14.1.7 not infringe the intellectual property rights of any third party; and
14.1.8 be properly labelled, packaged, marked and described in Mersen’s offer (“Warranty Period”). Notwithstanding accordance with any specification and will be properly packed and secured in such a manner as to reach their destination undamaged and in good condition.
14.2 Where there is any breach of the foregoing, MersenSeller’s warranty in this Clause 14 or if any obligation, warranty or requirement imposed by, given or stated in this Contract in respect of the Goods is not complied with or the Goods delivered are damaged the Buyer shall be entitled at its sole discretion at any time after delivery of the Goods and without prejudice to any other right or remedy in respect of the matters to:
14.2.1 reject the relevant Goods and raise a debit note against the Seller’s invoice for them; and/or
14.2.2 require the Seller to repair the Goods or to supply replacement Goods forthwith without charge with goods that conform to this Contract and to delay payment until the requirements of this Contract are entirely fulfilled; and/or
14.2.3 treat this Contract as discharged by the Seller’s breach and require the repayment of any toolspart of the price of the Goods which the Buyer has paid whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods. Icon Building, accessories or First Point, Balby ▇▇▇▇ Bank Doncaster, South Yorkshire, DN4 5JQ United Kingdom Tel +▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇ Fax ▇▇ (▇) ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇.▇▇▇▇▇▇.▇▇▇
14.3 Where there are Services to be provided (whether as a stand-alone supply and/or as part of the supply of goods, which are not manufactured by Mersen but sold by Mersen in connection the Seller shall carry out the Services at such time and at such rate as shall be agreed with the provision Buyer.
14.4 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to such a high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
14.5 Without prejudice to any other remedy available to the Buyer, where there is any breach of the Seller’s warranty in Clause 14.4 then the Buyer shall be entitled at its sole discretion:
14.5.1 to require the Seller to re-execute the Services in accordance with this Contract within a time period specified by the Buyer; or
14.5.2 whether or not the Buyer has previously required the Seller to re-execute the Services, to treat this Contract as discharged by the Seller’s breach and require the repayment of any of the fees payable in respect of the Services that have been paid to the Seller.
14.6 If the Buyer exercises its rights under Clause 14.2 or Clause 14.5, then if any other goods or services have been ordered or delivered and those other goods or services cannot in the Buyer’s reasonable opinion be used as satisfactorily as intended without the Goods or Services hereunderrejected or cancelled, the Buyer may also cancel or return (at the Seller’s cost and risk) all or any of those other goods or services. In such circumstances the Buyer shall not exceed be entitled to recover from the terms and period Seller any loss thereby incurred including the additional costs of warranty granted by its suppliers acquiring replacements for those other goods or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar servicesservices from another supplier.
6.2 14.7 The warranties set forth Seller undertakes that Services, parts for the Goods or any assembly or part thereof shall continue to be made available to the Buyer for a reasonable time after execution of the Purchase Order.
14.8 The Seller shall at all times whilst on the Buyer’s premises or on site comply with and procure that its employees, agents and subcontractors comply with:-
14.8.1 all relevant statutory and other legal requirements relating to the provision of Services;
14.8.2 all health and safety legislation; and
14.8.3 with all security and safety regulations and rules, from time to time in Section 6.1 do not apply force on those premises or site and will be deemed to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tearhave full knowledge of such regulations, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) copies of which shall be supplied on request.
14.9 Where the Seller is responsible for installation by Buyer of the Goods not in compliance with instructions provided by Mersenand/or providing other Services, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part such services shall be carried out to the satisfaction of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expenseauthorised representative, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have who will issue a commissioning certificate which does not been caused by any of the Warranty Exclusions.
6.4 Mersen’s sole and maximum liability for breach of the warranty stated in Section 6.1 is limited to the obligation, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections constitute acceptance of the Goods and the management of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the Goods).
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTYThe Seller shall clear away and remove from the Buyer’s premises or site all installation plant, service material, rubbish and temporary works and leave the premises or site and the Goods in clean and workmanlike condition. The Seller may by prior arrangement with the Buyer leave equipment and spare parts on such premises or site as may be necessary to carry out its duties under the Contract but does so at its own risk.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Warranties and Remedies. 6.1 Mersen Seller warrants that all Goods will Equipment shall be delivered free from defects in design material, workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications. Seller’s warranty does not cover the results of improper handling, storage, installation, commissioning, operation or maintenance of the Equipment by Buyer or third parties, repairs or alterations made by Buyer without Seller's written consent, influent water which does not comply with agreed parameters, or fair wear and tear. Unless otherwise expressly provided in this Agreement, the foregoing warranties are valid for: (unless such design is provided a) chemicals and Services, for six (6) months from their date of delivery or requested by Buyerthe provision of Services; (b) consumables, including filters and membranes (other than membranes for process treatment), material, and workmanship for a period of twelve (12) months from their date of delivery; (c) membranes for process treatment, ninety (90) days from their date of delivery; (d) ultrafiltration membranes (ZW500, ZW700B, ZW1000, ZW1500), twenty four (24) months from their date of delivery; (e) equipment other than chemicals and consumables, the earlier of, fifteen (15) months from delivery or shipment to storage, or twelve (12) months from start-up/first use; (f) software, ninety (90) days from the date of delivery unless indicated otherwise in Mersen’s offer receipt; (“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are g) equipment not manufactured by Mersen but sold by Mersen in connection with Seller, the provision of warranty shall be the Goods or Services hereunder, shall not exceed the terms and period of manufacturer’s transferable warranty granted by its suppliers or manufacturers to Mersenonly. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services.
6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expense, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have not been caused by any of the Warranty Exclusions.
6.4 Mersen’s sole and maximum liability Any claim for breach of these warranties must be promptly notified in writing, and Buyer shall make the warranty stated in Section 6.1 defective item available to the Seller, or the claim will be void. Seller’s sole responsibility and ▇▇▇▇▇’s exclusive remedy arising out of or relating to the Equipment or Services or any breach of these warranties is limited to repair at Seller's facility or (at Seller’s option) replace at Seller's facility the obligationdefective item of Equipment, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be and re-perform defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty PeriodServices. In case Mersen inspects and/or repairs performance of its obligations hereunder, Seller will not control the Goods on actual operation of either Buyer’s systems or the Equipment at the Buyer’s site. Warranty repair, Buyer replacement or re-performance by Seller shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for not extend or renew the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warrantiesapplicable warranty period. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections of the Goods and the management of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the Goods)7.
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTY.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Warranties and Remedies. 6.1 Mersen 13.1 The Seller warrants to the Buyer that all it is fully qualified, equipped, organised and financed to perform its obligations under the Contract, and undertakes, represents and warrants to the Buyer that the Goods will shall:
13.1.1 be accompanied with accurate, complete and comprehensible instructions in English for the treatment, assembly, use and/or storage of the Goods;
13.1.2 conform to the Purchase Order and with any instructions of the Buyer, and shall otherwise meet the requirements of the Purchase Order and this Contract;
13.1.3 be of satisfactory quality, free from defects in design (unless such design is provided or requested by Buyer), material, materials and workmanship and fit for all purposes for which the Goods are commonly supplied (whether any intended purpose is implied or expressly stated in the Specification and/or Purchase Orders) for a period of twelve 18 months (12or as otherwise stated in the Purchase Order) months from the date the Goods are delivered or commissioned for use by the Buyer whichever is the later. Any repair/replacement shall also be warranted in the same way for the same period as the original Goods;
13.1.4 be free from design and other inherent defects (other than in relation to any design of delivery unless indicated otherwise the Buyer licensed to the Seller);
13.1.5 comply with all relevant legislation from time to time in Mersen’s offer (“Warranty Period”). Notwithstanding force;
13.1.6 conform strictly as to quality, quantity and description with any samples provided by the foregoingSeller for the purpose of supply of Goods of that type;
13.1.7 not infringe the intellectual property rights of any third party; and
13.1.8 be properly labelled, Mersenpackaged, marked and described in accordance with any specification and will be properly packed and secured in such a manner as to reach their destination undamaged and in good condition.
13.2 Where there is any breach of the Seller’s warranty in this Clause 13 or if any obligation, warranty or requirement imposed by, given or stated in this Contract in respect of the Goods is not complied with or the Goods delivered are damaged the Buyer shall be entitled at its sole discretion at any time after delivery of the Goods and without prejudice to any other right or remedy in respect of the matters to:
13.2.1 reject the relevant Goods and raise a debit note against the Seller’s invoice for them; and/or
13.2.2 require the Seller to repair the Goods or to supply replacement Goods forthwith without charge with goods that conform to this Contract and to delay payment until the requirements of this Contract are entirely fulfilled; and/or
13.2.3 treat this Contract as discharged by the Seller’s breach and require the repayment of any tools, accessories part of the price of the Goods which the Buyer has paid whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods.
13.3 Where there are Services to be provided (whether as a stand-alone supply and/or as part of the supply of goods, which are not manufactured by Mersen but sold by Mersen in connection the Seller shall carry out the Services at such time and at such rate as shall be agreed with the provision Buyer.
13.4 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to such a high standard of quality as it is reasonable for the Buyer to expect in all the circumstances.
13.5 Without prejudice to any other remedy available to the Buyer, where there is any breach of the Seller’s warranty in Clause 13.4 then the Buyer shall be entitled at its sole discretion:
13.5.1 to require the Seller to re-execute the Services in accordance with this Contract within a time period specified by the Buyer; or
13.5.2 whether or not the Buyer has previously required the Seller to re-execute the Services, to treat this Contract as discharged by the Seller’s breach and require the repayment of any of the fees payable in respect of the Services that have been paid to the Seller.
13.6 If the Buyer exercises its rights under Clause 13.2 or Clause 13.5, then if any other goods or services have been ordered or delivered and those other goods or services cannot in the Buyer’s reasonable opinion be used as satisfactorily as intended without the Goods or Services hereunderrejected or cancelled, the Buyer may also cancel or return (at the Seller’s cost and risk) all or any of those other goods or services. In such circumstances the Buyer shall not exceed be entitled to recover from the terms and period Seller any loss thereby incurred including the additional costs of warranty granted by its suppliers acquiring replacements for those other goods or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar servicesservices from another supplier.
6.2 13.7 The warranties set forth Seller undertakes that Services, parts for the Goods or any assembly or part thereof shall continue to be made available to the Buyer for a reasonable time after execution of the Purchase Order.
13.8 The Seller shall at all times whilst on the Buyer’s premises or on site comply with and procure that its employees, agents and subcontractors comply with:-
13.8.1 all relevant statutory and other legal requirements relating to the provision of Services;
13.8.2 all health and safety legislation; and
13.8.3 with all security and safety regulations and rules, from time to time in Section 6.1 do not apply force on those premises or site and will be deemed to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tearhave full knowledge of such regulations, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) copies of which shall be supplied on request.
13.9 Where the Seller is responsible for installation by Buyer of the Goods not in compliance with instructions provided by Mersenand/or providing other Services, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part such services shall be carried out to the satisfaction of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expenseauthorised representative, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have who will issue a commissioning certificate which does not been caused by any of the Warranty Exclusions.
6.4 Mersen’s sole and maximum liability for breach of the warranty stated in Section 6.1 is limited to the obligation, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections constitute acceptance of the Goods and the management of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the Goods).
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTYThe Seller shall clear away and remove from the Buyer’s premises or site all installation plant, service material, rubbish and temporary works and leave the premises or site and the Goods in clean and workmanlike condition. The Seller may by prior arrangement with the Buyer leave equipment and spare parts on such premises or site as may be necessary to carry out its duties under the Contract but does so at its own risk.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Sources: Purchase Agreement
Warranties and Remedies. 6.1 Mersen warrants that all Goods will be free from defects in design (unless such design is provided or requested by Buyer), material, and workmanship for a period of twelve (12) months from the date of delivery unless indicated otherwise in Mersen’s offer (“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are not manufactured by Mersen but sold by Mersen in connection with the provision of the Goods or Services hereunder, shall not exceed the terms and period of warranty granted by its suppliers or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services.
6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expense, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have not been caused by any of the Warranty Exclusions.
6.4 Mersen’s sole and maximum liability for breach of the warranty stated in Section 6.1 is limited to the obligation, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections of the Goods and the management of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the Goods).
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTY.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.SECTION
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Warranties and Remedies. 6.1 Mersen warrants that all Goods will be free from defects in design (unless such design is provided or requested by Buyer), material, and workmanship comply with their specification for a period of twelve (12) months from the delivery date of delivery unless indicated otherwise in Mersen’s offer (“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are not manufactured by Mersen but sold by Mersen in connection with the provision of the Goods or Services hereunder, shall not exceed the terms and period of warranty granted by its suppliers or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services with reasonable skill and care using personnel of required skill, experience and qualifications in accordance with generally recognized recognised industry standards for similar services.
6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, or (vispecifications,(vi) any repair or replacement of a part of the Goods by Buyer or a third party, without Mersen’s prior written authorization authorisation or (vii) any design or instruction provided or requested by Buyer (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that In the event of an alleged breach of warranty (ai) Mersen is must be notified in writing by Buyer within TWENTY (20) days after discovery of defects and in any event thirty (30) days after discovery expiration of defectsthe Warranty Period; (bii) at Mersen’s option, Buyer must either Buyer returns return the defective Goods to Mersen at Buyer’s expense, or provides provide Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (ciii) Mersen’s examination of such Goods shall must disclose that such defects or failures have not been caused by any of the Warranty Exclusions.
6.4 If the requirements of Section 4.1 or 6.3 (as applicable) are satisfied in full, Buyer's exclusive remedy and Mersen’s sole and maximum liability for breach of the warranty stated in Section 6.1 hereunder is limited to the obligation, at Mersen’s sole discretion, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen on delivery or commissioning (as applicable) and for the remaining term of the relevant Warranty PeriodPeriod (if applicable). In case Mersen inspects elects to inspect and/or repairs repair the Goods on Buyer’s site, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections of the Goods and the management of the claims (including but not limited to travel costs, expert’s reports costs, man-hours for the inspection of the Goods).
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION SECTION
6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY THESE WARRANTIES HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTYTHESE WARRANTIES.
6.6 EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH OUT IN SECTION 6.1THIS AGREEMENT, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- NON-INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract
Sources: General Terms and Conditions of Sale
Warranties and Remedies. 6.1 Mersen Seller warrants that all Goods will Equipment shall be delivered free from defects in design material, workmanship and title and that Services shall be performed in a competent, diligent manner in accordance with any mutually agreed specifications. Seller’s warranty does not cover the results of improper handling, storage, installation,
(unless such design is provided a) chemicals and Services, for six (6) months from their date of delivery or requested by Buyerthe provision of Services;
(b) consumables, including filters and spiral wound membranes (other than spiral wound membranes for process treatment), material, and workmanship for a period the earlier of twelve (12) months from date of first use or fifteen (15) months from their date of delivery;
(c) spiral wound membranes for process fluid treatment, ninety (90) days from their date of first use;
(d) ultrafiltration membranes (ZW500, ZW700B, ZW1000, ZW1500), twelve (12) months from their date of delivery;
(e) Equipment other than chemicals and consumables, the earlier of, fifteen (15) months from delivery or shipment to storage, or twelve (12) months from start-up/first use;
(f) software, ninety (90) days from the date of delivery unless indicated otherwise in Mersen’s offer receipt;
(“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are g) Equipment not manufactured by Mersen but sold by Mersen Seller, the warranty shall be the manufacturer’s transferable warranty only, Any claim for breach of these warranties must be promptly notified in connection with writing, and Buyer shall make the provision defective item available to the Seller, or the claim will be void. Seller’s sole responsibility and ▇▇▇▇▇’s exclusive remedy arising out of or relating to the Goods Equipment or Services or any breach of these warranties is limited to repair at Seller's facility or (at Seller’s option) replace at Seller's facility the defective item of Equipment and re-perform defective Services. In performance of its obligations hereunder, Seller will not control the actual operation of either Buyer’s systems or the Equipment at the Buyer’s site. Warranty repair, replacement or re-performance by Seller shall not exceed extend or renew the terms and period of applicable warranty granted by its suppliers or manufacturers to Mersenperiod. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services.
6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: remedies are conditioned upon (ia) wear and tear, (ii) improper transportationproper unloading, handling, storage, (iii) installation, use, operation, and maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not Equipment and Buyer’s facility and all related system in compliance accordance with Seller’s instructions provided by Mersenand, (v) Goods operated beyond their performance rates as per agreed specificationsin the absence, or (vi) any repair or replacement of a part of the Goods by Buyer or a third partygenerally accepted industry practice, without Mersen’s prior written authorization (“Warranty Exclusions”).
6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns keeping accurate and complete records of operation and maintenance during the defective Goods to Mersen at Buyer’s expense, or provides Mersen with warranty period and providing Seller access to the Goods on Buyer’s site as stated in Section 6.4; those records, and (c) Mersen’s examination modification or repair of Equipment or Services only as authorized by Seller in writing. Failure to meet any such Goods shall disclose that such defects or failures have not been caused by any conditions renders the warranty null and void. The Buyer will be entitled to assign to a subsequent owner of the Warranty Exclusions.
6.4 Mersen’s sole and maximum liability for breach Equipment the warranties of the warranty stated in Section 6.1 Seller under this Agreement, provided that a prior written notification is limited sent to the obligationSeller and the assignment agreement contains terms and conditions which provide the Seller with the protections of the warranties and limitations on liability contained in the Agreement. Subject to Buyer’s compliance with the foregoing requirement, such warranty rights are expressly assignable by the Buyer to repaira subsequent owner of the Equipment. Except as provided herein, replace Buyer is not entitled to extend or reimburse Buyer for the purchase price of transfer this warranty to any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warrantiesother party. The terms warranties and remedies set forth in this article are in lieu of these and exclude all other warranties shall apply and remedies, statutory, express or implied, including any warranty of merchantability or of fitness for a particular purpose. Unless otherwise expressly stipulated in this Agreement, Seller gives no warranty or guarantee as to any repaired process results or replacement Goods or Services supplied by Mersen for the remaining term performance of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s siteEquipment, Buyer shall (i) provide reasonable access to equipment and material, facilities and documents and other data of Buyer for the purpose of examining the conditions of receipt, handling, storage, maintenance, installation and operation as aforesaid, and (ii) make available to Mersen Buyer's personnel, facilities equipment and tools on site to assist in any repair and other activities by such warranties. In the event that Buyer’s claim turns out to be unfounded, the Buyer shall reimburse to Mersen all costs incurred by the latter for the inspections of the Goods and the management of the claims (including but not limited to travel costsproduct quality, expert’s reports costsflow, man-hours for the inspection of the Goods)production, capacity, membrane life, chemical consumption, regulatory compliance or energy consumption.
6.5 TO THE EXTENT PERMITTED BY APPLICABLE LAW, SECTION 6.4 SETS FORTH MERSEN’S ENTIRE LIABILITY AND BUYER’S SOLE AND EXCLUSIVE REMEDIES FOR ANY BREACH OF THE WARRANTIES SET FORTH IN SECTION 6.1, AND BUYER WAIVES ALL OTHER REMEDIES, STATUTORY OR OTHERWISE. In the event that the foregoing exclusive remedies under this warranty are determined upon judicial or arbitral review to be inadequate by law, the alternate exclusive remedy shall be the refund of the purchase price of the defective Goods or Services. MERSEN’S OBLIGATION TO HONOR THE WARRANTY HEREIN IS CONTINGENT UPON MERSEN’S RECEIPT OF PAYMENT IN FULL FOR THE GOODS OR SERVICES ENTITLED TO THIS WARRANTY.
6.6 EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 6.1, MERSEN MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY, NON- INFRINGEMENT, SATISFACTORY QUALITY, ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY EXPRESS OR IMPLIED WARRANTY ARISING OUT OF TRADE USAGE OR OUT OF A COURSE OF DEALING OR COURSE OF PERFORMANCE.
Appears in 1 contract