Edwards

WARRANTY 8.1 In respect of supply of Goods comprising equipment and related components, spares and parts: A. Supplier hereby undertakes to repair or replace at Supplier’s option, or to arrange repair or replacement by Supplier’s representative of, any Goods supplied to Buyer if a defect in materials or workmanship arises under conditions of normal and proper use and maintenance (normal wear and tear, and consumables excepted) provided that (i) the Goods were purchased and used for a purpose for which they were suitable; (ii) the Goods were operated and maintained in accordance with the operating instructions; (iii) unless otherwise agreed by Supplier in writing, the defect occurs within 12 months from the date of shipment of the Goods; and (iv) Condition 8.3 is satisfied. B. Any repaired or replaced Goods (including Goods the subject of service exchange) will continue to be warranted for the unexpired period of the warranty referred to in Condition 8.1 A above. C. Supplier may charge Buyer for the cost of shipping Goods to and from a Supplier service center if the Goods to be repaired or replaced are located in a country in which Supplier does not have a service center. D. The warranty under this clause does not cover the costs of installation or removal of the Goods to be repaired or replaced which shall be at Buyer’s cost. E. If Buyer’s warranty claim does not meet the provisions under Condition 8.3, then Buyer’s claim is considered out of warranty and in such event Supplier will repair/replace the defective Goods at Buyer’s cost. The warranty for such paid repairs is 6 months from the date of repair/replacement. F. Any repaired or replaced component, spare and part continue to be warranted for a particular period of time depending on the type of component. The duration of such warranty can be obtained from the Supplier. 8.2 In respect of supply of Services: A. Supplier warrants that Services shall be performed in a workmanlike manner using reasonable skill and care and in accordance with Supplier’s service policy and practice. Unless otherwise agreed in advance, Supplier shall provide such Services, including repair and replacement, as are in Supplier’s reasonable opinion necessary in order to provide the Service. B. If subsequent to the performance of Services, failure or breakdown (normal wear and tear and consumables excepted): (a) occurs during the warranty period notified to Buyer at the time the Services are performed (or if no such period is notified to Buyer, and unless otherwise agreed, within 90 days of the date that the Services are completed); (b) occurs during normal usage; and (c) is shown by Buyer to Supplier’s reasonable satisfaction (after a reasonable opportunity for Supplier to inspect the allegedly defective Services and to review documentation pertinent to the failure or breakdown) to have been caused by Supplier’s failure to perform the Services in accordance with this Condition: Supplier, at its option, shall correct or re-perform the Service or replace the serviced product or refund the cost of the Services; provided that: (i) the failure or breakdown was not caused, or contributed to, by Buyer’s act or omission, breach of contract, negligence, process reactions, excessive process build ups or accidents or by Buyer’s failure to observe Supplier’s recommended maintenance schedules and activities; and (ii) Condition 8.3 is satisfied. Repair or replacement under applicable warranty shall be made at no charge for replacement parts, when work is performed during normal working hours (8 a.m. to 5:00 p.m. Monday through Friday, exclusive of holidays). For the avoidance of doubt, any components of a Product not replaced in the course of the Product being serviced will not be covered by the Service warranty on the Product. C. Buyer is responsible for shipping Products to the designated Supplier service center at Buyer’s risk and cost. Supplier may charge Buyer for the cost of shipping Product from a Supplier service center back to Buyer if the Product is located in a country in which Supplier does not have a service center. If Buyer requires a more expensive method of freight than Supplier’s standard shipping then the extra cost shall be paid by Buyer. D. Warranty under this Condition does not cover the costs of installation or removal of the Product which shall be at Buyer’s cost. E. Except as expressly warranted above, Services are provided "as is" and Buyer assumes the entire risk as to the results of the Services. Nothing stated in these Conditions implies that the operation of any serviced Product will be uninterrupted or error-free or that errors will be corrected. Other written or oral statements by Supplier, its representatives, or others do not constitute warranties of Supplier. 8.3 The following provisions must be satisfied in respect of all claims under Conditions 8.1 and 8.2: a) the claim must first be notified promptly in writing to Supplier within the applicable warranty period specified above; b) the Goods or any Product must not have been repaired or modified by anyone other than Supplier or at Supplier’s direction; c) in the case of equipment and related components, spares and parts not of Supplier’s own manufacture, unless otherwise required by law, Supplier’s responsibility shall be limited to passing on to Buyer the benefit of any guarantee or warranty given to Supplier by the manufacturer of such Goods or part; d) in the case of a replacement, Buyer returns at its cost the defective Goods to Supplier within 10 days of delivery of the replacement Goods by Supplier; e) the defect does not arise from Buyer’s specification or instructions; and f) Buyer has paid the purchase price in full or paid in accordance with agreed payment schedule. 8.4 Supplier may satisfy Supplier’s liability under this Condition 8 by reducing the Purchase Price or refunding the Purchase Price and retaking the Goods or issuing a credit note. 8.5 EXCEPT AS EXPRESSLY WARRANTED ABOVE, GOODS AND SERVICES ARE PROVIDED WITHOUT OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY’S RIGHTS, EACH OF WHICH IS HEREBY EXPRESSLY DISCLAIMED. CORRECTION OF NONCONFORMITIES IN THE MANNER AND WITHIN THE APPLICABLE WARRANTY PERIOD SET FORTH ABOVE PROVIDES THE EXCLUSIVE REMEDIES WITH RESPECT TO THE QUALITY OF, OR ANY DEFECT IN, PRODUCTS OR SERVICES DELIVERED OR PERFORMED HEREUNDER.