The following Warranty Provisions shall apply to products sold in North America by Julabo (“Seller”) to the entity shown as buyer (“Buyer”) on Seller’s invoice.
Upon Seller’s receipt of payment in full for the products and subject to Buyer’s compliance with the terms of sale and any other agreement with Seller relating to the products, Seller warrants to the Buyer that the products manufactured by the Seller are free from defects in material and workmanship for a period not to exceed two (2) years or ten thousand (10,000) hours of operation, whichever comes first, from the date the product is
shipped by Seller to Buyer (the “Initial Warranty”).
EXCLUSION OF ALL OTHER EXPRESS WARRANTIES; EXCLUSION OF ALL IMPLIED WARRANTIES
OTHER THAN THE INITIAL WARRANTY, NO OTHER EXPRESS WARRANTIES ARE MADE. ALL IMPLIED WARRANTIES OF EVERY TYPE AND KIND, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, ARE EXCLUDED IN ALL RESPECTS AND FOR ALL PURPOSES. SELLER DISCLAIMS AND MAKES NO IMPLIED WARRANTIES WHATSOEVER.
The Initial Warranty does not include damage to the product resulting from accident, misuse, improper installation or operation, unauthorized or improper repair, replacement or alteration (including but not limited to repairs, replacements, or alterations made or performed by persons other than Seller’s employees or authorized representatives), failure to provide (or use of improper) maintenance, unreasonable or unintended use or abuse of the product, or failure to follow written installation or operating instructions. Buyer must return the product’s record of purchase to the Seller or one of Seller’s authorized representatives within thirty (30) days of the date the product is shipped by Seller to Buyer in order to make a claim under the Initial Warranty. Notwithstanding anything contained herein to the contrary, all glassware, including but not limited to reference thermometers, are expressly excluded from the Initial Warranty.
Buyer’s sole remedies; Limitations on Seller’s Liability
Buyer’s sole and exclusive remedy under the Initial Warranty is strictly limited, in Seller’s sole discretion, to either: (i) repairing defective parts; or (ii) replacing defective parts. In either case, the warranty period for the product receiving a repaired or replaced part pursuant to the terms of the Initial Warranty shall not be extended. All repairs or replacements performed by Seller pursuant to these Warranty Provisions shall be performed at one of the Seller’s facility in Allentown, Pennsylvania, U.S.A. or at the facility of an authorized representative of Seller, which location shall be determined by Seller in its sole discretion; provided, however, that Seller may, in its sole discretion perform such repairs or replacements at Buyer’s facility in which case Buyer shall pay Seller’s travel, living and related expenses incurred by Seller in performing the repairs or replacements at Buyer’s facility. As a condition precedent to Seller’s obligation to repair or replace a product part under the Initial Warranty, Buyer shall (i)promptly notify Seller in writing of any such defect; (ii) shall have returned the product’s record of purchase to Seller or to Seller’s authorized representatives within thirty (30) days of the date the product is shipped by the seller; and (iii) assist Seller in all respects in its attempts to determine the legitimacy and basis of any claims made by or on behalf of Buyer including but not limited to providing Seller with access to the product to check operating conditions. If Buyerdoes not provide such written notice to Seller within the Initial Warranty period or fails to return the product’s record of purchase as set forth above, Seller shallhave no further liability or obligation to Buyer therefor. In no event shall Seller’s liability under the Initial Warranty exceed the original purchase price of the product which is the subject of the alleged defect.
THE REMEDIES PROVIDED IN THE INITIAL WARRANTY ARE THE SOLE AND EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, AND EVEN IF THE SOLE AND EXCLUSIVE REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE FOR ANY REASON WHATSOEVER, IN NO EVENT SHALL SELLER BE LIABLE FOR BUYER’S MANUFACTURING COSTS, LOST PROFITS, GOODWILL, OR ANY OTHER SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO BUYER OR ANY THIRD PARTY AND ALL SUCH DAMAGES ARE HEREBY DISCLAIMED.
Buyer shall not assign any of its rights or obligations hereunder without the prior written approval of Seller; provided, however, that if Buyer is a distributor of Seller, the rights and obligations of Buyer under these Warranty Provisions shall inure to the benefit of and be binding upon Buyer’s customers who provide the product’s proof of purchase to Seller pursuant to the terms set forth herein. Seller may assign any or all of its rights or obligations hereunder without Buyer’s prior consent.
The Warranty Provisions and all questions relating to their validity, interpretation, performance, and enforcement shall be construed in accordance with, and shall be governed by, the substantive laws of the Commonwealth of Pennsylvania without regard to its principles of conflicts of law.
Any failure of the part of Seller to insist on strict compliance with the Warranty Provisions shall no way constitute a waiver of such right. No claim or rights arising out of a breach of the Warranty Provisions by Buyer may be discharged in whole or in part by a waiver of the claim or right, unless the waiver is in writing signed by an authorized representative of Seller. Seller’s waiver or acceptance of any breach by Buyer of any provisions of the Warranty Provisions shall not constitute a waiver of or an excuse for nonperformance as to any other provision of the Warranty Provisions nor as to any prior or subsequent breach of the same provision.
Buyer will arrange and pay for shipping and handling charges for the unit to be returned to the Seller. Seller will arrange and pay for shipping and handling for the return of the unit to the Buyer.