Product Terms and Conditions
(a)     Buyer shall inspect the Products within 10 days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Products during the InspectionPeriod and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Products” means only the following: (i) product shipped is different than identified in an Order; or (ii) product’s label or packaging incorrectly identifies its contents.
(b)     If Buyer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price (defined below) for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the NonconformingProducts to Seller. If Seller exercises its option to replace NonconformingProducts, Seller shall, after receiving Buyer’s shipment of NonconformingProducts, ship to Buyer, at Buyer’s expense and risk of loss, the replacedProducts. (c)     Buyer acknowledges and agrees that the remedies set forth in Section 5(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under Section 5(b), all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.
(a)     Seller warrants to Buyer that for a period of one year beginning on the date of manufacture for the applicableProduct (“Warranty Period”), theProducts will materially conform to the Product Specifications in effect as of the date of shipment under the corresponding transaction and will be free from material defects in material and workmanship. “Product Specifications”means the then current Product specifications, storage requirements, and other product details made available by Seller from time to time.
(b)    EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 7(A), SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.          
(c)     Products manufactured by a third party (“Third-Party Product”) may constitute, contain, be contained in, incorporated into, attached to or packaged together with, the Products. Third-Party Products are not covered by the warranty in Section 7(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY, (B)WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (C) WARRANTY OF TITLE, OR (D)WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY,WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE,USAGE OF TRADE OR OTHERWISE.
(d)     Seller shall not be liable for a breach of the warranty set forth in Section 7(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within 30 days of the time when Buyer discovers or ought to have discovered the defect; (ii)Seller is given a reasonable opportunity after receiving the notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller verifies Buyer’s claim that the Products are defective, as determined by Seller in its sole discretion.
(e)     Seller shall not be liable for a breach of the warranty set forth in Section 7(a) if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or(iii) Buyer alters or repairs such Products without Seller’s prior written consent.
(f)     Subject to Sections 7(d) and 7(e)above, with respect to any such Products during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part thereof) or (ii) credit or refund the price of such Product sat the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Products to Seller.
(g)  THE REMEDIES SET FORTH IN SECTION 7(F) SHALL BE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 7(A).
SELLER HEREBY WAIVES SELLER’S RIGHT TO: (I) LITIGATE ANY CLAIMS THAT MAY ARISE HEREUNDER IN COURT OR BEFORE A JURY; AND (II) CONSOLIDATE ANY CLAIM AND/OR PARTICIPATE IN ANY CLASS-ACTION CLAIM THAT MAY ARISE HEREUNDER IN ANY MANNER OR FORUM. Instead, any claim, dispute, or controversy of any kind or nature arising under or in connection with this Agreement which cannot be amicably resolved by the parties shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a single arbitrator sitting in Maricopa County, Arizona. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of Arizona. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The partyprevailing in any such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’ fees.This Section 15 provides Seller’s sole recourse for the settlement of any disputes arising out of, in connection with, or related to this Agreement. Ifany provision of this Section is found unenforceable, such unenforceableprovision will be removed and the remaining terms will be enforced.
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