10. DEFECTS AFTER DELIVERY
10.1 Seller warrants (i) subject to the other
provisions of the Contract, good title to and the
unencumbered use of the Goods; (ii) that,
Goods manufactured by Seller and/or Seller
Affiliate will conform with Seller’s written
specifications therefore at time of shipment and
be free of defects in materials and
workmanship and (iii) that Services provided by
Seller or Seller Affiliates will be performed with
reasonable skill, care and due diligence and in
accordance with good engineering practice.
Seller will make good, by repair or at Seller’s
option by the supply of a replacement part or
parts, or refund the purchase price for that
portion of the Goods with, any defects which,
under proper use, care and maintenance,
appear in Goods of Seller or Seller’s Affiliates‘
manufacture and which are reported to Seller
within the Warranty Period for such Goods and
which arise solely from faulty materials or
workmanship. Within the Warranty Period,
Buyer will request and Seller will approve and
authorize in advance any return of defective
items, which will be sent at Buyer’s cost
including the cost of insurance to any address
provided by Seller. Where in Seller’s reasonable
determination, defects in returned Goods are
not found to arise solely from faulty materials
or workmanship, or where the defects are
found to arise from improper use, care and
maintenance, Seller will return the Goods at the
cost of Buyer or the end user. Replaced items
will become the property of Seller. Repaired or
replacement items will be delivered by Seller at
Buyer’s cost to Buyer’s site in the Austria. Seller
will correct defects in Services provided by
Seller or Seller Affiliate and reported to Seller
within ninety (90) days after completion of such
Services. Goods or Services repaired, replaced
or corrected in accordance with this Sub-clause
10.1 will be subject to the foregoing warranty
for the unexpired portion of the Warranty
Period. As used herein, “Warranty Period” shall
mean the time period Seller warrants the
Goods, as set forth above, with such period of
time varying depending on the type of Goods
sold, as specified in Seller Form 101, available to
Buyer upon request. All Warranty Periods begin
from the date of shipment from Seller, unless
otherwise specified in writing by Seller.
10.2 Goods or Services sourced by Seller from a
third party (not being a Seller Affiliate) for
resale to Buyer will carry only the warranty
extended by the original Manufacturer.
10.3 Notwithstanding Clauses 10.1 and 10.2,
neither Seller nor Seller Affiliate will be liable
for any defects caused by: willful damage,
negligence, abnormal use of the Goods or use
of the Goods for a purpose other than that
intended by the manufacturer, or failure by
Buyer to disclose the purpose or conditions of
use of the Goods; fair wear and tear; materials
or workmanship made, furnished or specified
by Buyer, non-compliance with Seller’s or
Manufacturer’s storage, installation, operation
or environmental requirements; lack of proper
maintenance; any modification or repair not
previously authorized by Seller in writing; the
use of non-authorized software or spare or
replacement parts. Seller’s costs incurred in
investigating and rectifying such defects will be
paid by Buyer upon demand. Buyer will at all
times remain solely responsible for the
adequacy and accuracy of all information
supplied by it.
10.4 This warranty will apply to Goods that are
made readily available and therefore does not
cover the costs of disassembly and reassembly
of said Goods in the equipment into which they
are mounted.
10.5 TO THE FULLEST EXTENT PERMITTED BY
LAW, AND WITHOUT LIMITING CLAUSE 10.3
AND SUBJECT TO CLAUSE 12, THE WARRANTIES
SET FORTH IN THIS SECTION 10 ARE THE SOLE
AND EXCLUSIVE WARRANTIES GIVEN BY SELLER
WITH RESPECT TO THE GOODS AND SERVICES
AND ARE IN LIEU OF AND EXCLUDE ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, ARISING BY
OPERATION OF LAW OR OTHERWISE,
INCLUDING WITHOUT LIMITATION,
MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE WHETHER OR NOT THE
PURPOSE OR USE HAS BEEN DISCLOSED TO
SELLER IN SPECIFICATIONS, DRAWINGS OR
OTHERWISE, AND WHETHER OR NOT SELLER’S
PRODUCTS ARE SPECIFICALLY DESIGNED
AND/OR MANUFACTURED BY SELLER FOR
BUYER’S USE OR PURPOSE.