DICKSON \ UNIGAGE, INC.
Dickson \ Unigage, Inc. (“Manufacturer”) grants the Buyer identified above (the “Buyer”) the manufacturer’s warranty specified herein with respect to the Manufacturer products purchased by Buyer that are specified above (the “Products”).
1. Scope of Warranty.
1.1. Subject to the Warranty Conditions (as hereinafter defined), Manufacturer warrants that each Product will be free of defects in materials and workmanship (the “Product Warranty”) during the period commencing when the Product is first shipped to Buyer and ending one (1) year thereafter (the “Warranty Period”). Manufacturer makes no other warranties. Without limiting the foregoing, Manufacturer disclaims, on its behalf and on behalf of its vendors, suppliers, service providers and contractors, all implied warranties, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.
1.2. The warranty provided in Section 1.1 will be void and of no force or effect unless all of the following conditions are fully satisfied (the “Warranty Conditions”): (i) the Product has not been damaged as a result of any accident, abuse, misuse or for any other reason while outside of the control of Manufacturer or the Dealer identified above, (ii) Buyer uses and maintains the Product in all respects in full compliance with Manufacturer’s recommendations and requirements, and (iii) the Product is solely used in an environment and under conditions that comply in all respects with Manufacturer’s recommendations and requirements.
1.3. Buyer acknowledges and understands that Buyer is solely responsible for all settings and information relating to alarms or alerts issued by the Products, including, without limitation, (i) setting the environmental thresholds that trigger alarms or alerts and (ii) for Products that include remote alert capabilities, ensuring that all telephone numbers, email addresses and other information used to transmit remote alerts are at all times
1.4. Buyer acknowledges and agrees that Products may fail from time to time, both during and after the applicable Warranty Period, and that Buyer uses the Products at Buyer’s sole risk. Accordingly, Seller strongly recommends that Buyer obtain and implement robust environmental monitoring systems of which the Products are merely a part and which are designed to ensure that no materials or inventory of any type stored by or for Buyer or any other person or entity that uses the Product (including, without limitation, any person or entity to whom or which Buyer may sell or otherwise transfer any Products) (collectively, “Inventory”) are lost, damaged or otherwise harmed or compromised in any way as a result of any failure of the Product. Seller shall have no liability or obligation whatsoever for any loss or compromise of or damage or harm to, or that otherwise relates in any way to, any Inventory.
2. Exclusive Remedy for Breach of Warranty.
2.1. If, during the applicable Warranty Period, Buyer believes that any Product violates the Product Warranty, Buyer shall report such violation to Manufacturer at firstname.lastname@example.org. If Buyer and Manufacturer are not reasonably able to resolve the problem within a reasonable time, Manufacturer shall issue to Buyer a return material authorization (“RMA”) relating to such Product, and Buyer shall promptly ship such Product to Manufacturer, at Buyer’s expense and risk, in accordance with such RMA. Provided that Buyer reported the violation during the applicable Warranty Period and shipped the Product to Manufacturer promptly thereafter, Manufacturer shall inspect the Product to determine whether or not the Product in fact violates the Product Warranty, and, if so, whether all of the Warranty Conditions are satisfied. 2.2. If Manufacturer determines that the Product violated the Product Warranty, that all of the Warranty Conditions were satisfied, that the warranty violation was reported during the Warranty Period and the Product was shipped to Manufacturer promptly thereafter, Manufacturer shall (i) make commercially reasonably efforts to repair or replace the Product and to ship the repaired Product or replacement Product to Buyer at Manufacturer’s expense and risk or (ii) if Manufacturer determines (in the exercise of its sole discretion) that repair or replacement is not commercially practicable, refund (or make commercially reasonable efforts to cause the Dealer identified above to refund) the purchase price for such Product.
2.3. If Manufacturer determines that the Product does not violate the Product Warranty, that not all of the Warranty Conditions are satisfied, that Buyer did not report the violation during the Warranty Period, or that Buyer failed to ship the Product to Manufacturer promptly thereafter, Manufacturer shall so notify Buyer and will offer to, at Buyer’s option: (i) repair or replace the Product at Buyer’s cost, based on Manufacturer’s then current time and materials rates, and ship the repaired or replaced Product to Buyer, at Buyer’s expense and risk, (ii) ship the Product back to Buyer, at Buyer’s expense and risk, without repair, or (iii) dispose of the Product at Buyer’s expense. If Buyer does not notify Manufacturer of its election within fifteen (15) business days, Manufacturer may return or dispose of the Product as provided in this Section 2.3.
2.4. If Manufacturer repairs or replaces any Product pursuant to Section 2.2 or clause (i) of Section 2.3, then the Warranty Period applicable to such repaired or replaced Product shall commence upon Buyer’s receipt thereof and shall end ninety (90) days thereafter or, if later, upon expiration of the original Warranty Period.
2.5. Sections 2.1 and 2.2 state Manufacturer’s sole obligations and Buyer’s sole and exclusive remedies for any breach of the Product Warranty. Buyer’s rights and
remedies under this Manufacturer’s Warranty shall in no way be expanded or otherwise affected by the failure of any exclusive remedy hereunder of its essential