Product Warranties Agreement

PRODUCT WARRANTIES AGREEMENT

Parties and Effective Date

This Product Warranties Agreement (the "Agreement") is made and entered into effective as of by and between:

Whereas

WHEREAS, Warranty Provider designs, manufactures or supplies the products described below and offers warranties for such products in accordance with the terms set forth herein; and

WHEREAS, Purchaser desires to obtain warranty coverage for the identified products and Provider is willing to provide such warranty subject to the terms, limitations, and procedures set forth in this Agreement.

WHEREAS, the parties intend for this Agreement to define the exclusive warranty obligations, available remedies, and limitations of liability with respect to the covered products.

Products Covered

Full warranty (repair or replacement at Provider's expense)
Limited warranty (subject to exclusions and service fees)

The warranty period shall be from the date of original delivery to Purchaser.

Scope of Work

Provider shall, during the warranty period and subject to the conditions and exclusions herein, at Provider's option: (a) repair the defective product using new or refurbished parts; (b) replace the defective product with substantially equivalent new or refurbished product; or (c) refund the purchase price of the product as full and final remedy. Provider's obligation is conditioned upon timely notice of claim, inspection and verification of defect by Provider, and compliance with claim procedures set forth in this Agreement.

Payment Terms

Payments not received within days of the due date shall accrue interest at the lesser of (i) a rate of or (ii) the maximum rate permitted by applicable law.

Claims Procedure

All claims must be submitted in writing to Provider's notices address with supporting documentation including proof of purchase, product model and serial number, description of defect, and any photographs. Purchaser must not return products unless authorized in writing by Provider. Provider shall have the right to inspect the product at Purchaser's premises or require return of the product for inspection.

Exclusions and Limitations

This warranty does not cover defects or damage resulting from: (a) misuse, abuse, neglect, improper installation, alteration, or unauthorized repair; (b) normal wear and tear; (c) cosmetic damage that does not affect functionality; (d) consumable items unless expressly listed as covered; or (e) external causes such as fire, flood, lightning, or other acts of God.

Except as expressly set forth in this Agreement, Provider disclaims all other warranties, whether express or implied, including implied warranties of merchantability and fitness for a particular purpose, to the fullest extent permitted by law.

Limitations of Liability

Provider's total aggregate liability under this Agreement, whether in contract, tort (including negligence), strict liability or otherwise, shall not exceed the total amount actually paid by Purchaser to Provider for the warranted product(s) in the twelve (12) months preceding the claim or , whichever is less. IN NO EVENT SHALL PROVIDER BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

Transferability

This warranty is transferable non-transferable to subsequent owners, provided that transfer requirements set forth by Provider (including registration and payment of any transfer fee) are satisfied.

Term and Termination

This Agreement shall commence on the effective date and continue until unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure within days after receipt of written notice. Either party may also terminate for convenience upon days' prior written notice. Termination shall not relieve Purchaser of payment obligations accrued through the effective date of termination.

Confidentiality

Each party shall keep confidential all non-public business, technical and financial information disclosed by the other party in connection with this Agreement and shall not disclose such information to any third party except to employees, agents, auditors or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein. Confidentiality obligations shall not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already in the receiving party's lawful possession; or (c) is required to be disclosed by law or court order, provided the receiving party gives prior written notice to the disclosing party where legally permitted.

The obligations in this section shall survive termination or expiration of this Agreement for a period of three (3) years.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in that state, and each party submits to the exclusive jurisdiction of such courts.

Entire Agreement

This Agreement, including any exhibits or schedules attached hereto and any purchase orders incorporating this Agreement by reference, constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written. Any amendment or modification of this Agreement shall be effective only if in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any right under this Agreement shall be effective unless made in writing and signed by the party waiving such right.

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