Warranty Exclusion Agreement

WARRANTY EXCLUSION AGREEMENT

This Warranty Exclusion Agreement (the Agreement) is made as of by and between Seller Name: whose principal place of business or residence is , and Buyer Name: whose principal place of business or residence is .

RECITALS

WHEREAS, Seller and Buyer have entered into a separate agreement, contract, invoice or sale (the Transaction) for the sale, lease or transfer of the goods described as: , consisting of the items identified in the Transaction documentation; and

WHEREAS, Seller desires to exclude all express and implied warranties with respect to the goods to the maximum extent permitted by law and Buyer acknowledges and accepts such exclusion in connection with the Transaction; and

WHEREAS, Buyer has been provided the opportunity to inspect, test and obtain information regarding the condition, quality and suitability of the goods and elects to accept the goods subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Goods" means the tangible items identified in the Transaction and described above and any components, parts or accessories supplied in connection therewith.

1.2 "Seller" and "Buyer" shall include their respective affiliates, successors and permitted assigns.

2. EXCLUSION OF WARRANTIES

2.1 To the fullest extent permitted by applicable law, Seller expressly disclaims and Buyer hereby waives: (a) any and all express warranties regarding the Goods; (b) any implied warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, conformity to sample, and non-infringement; and (c) any representations as to the condition, quality, durability or performance of the Goods, whether arising by statute, common law or otherwise.

2.2 Buyer acknowledges that Seller has not made any oral or written representations or promises except as expressly set forth in a written agreement signed by Seller, and that Buyer is not relying on any statement, description or representation not expressly included in that written agreement.

3. INSPECTION AND ACCEPTANCE

3.1 Buyer represents that prior to entering into the Transaction Buyer has had the opportunity to inspect and test the Goods to determine their condition and suitability. Buyer accepts the Goods "AS IS" and "WITH ALL FAULTS" unless otherwise expressly agreed in writing.

3.2 Any allegation of nonconformity or defect not reported in writing to Seller within days of Buyer's receipt of the Goods shall be deemed waived.

4. LIMITATION OF LIABILITY

4.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR FRAUD, IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF USE, LOSS OF BUSINESS OR DOWNTIME, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4.2 SELLER'S AGGREGATE LIABILITY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE GOODS OR THE TRANSACTION SHALL NOT EXCEED THE AMOUNT PAID BY BUYER TO SELLER FOR THE GOODS THAT ARE THE SUBJECT OF THE CLAIM.

5. INDEMNIFICATION

5.1 Buyer shall defend, indemnify and hold harmless Seller and its officers, directors, employees and agents from and against any claims, liabilities, losses, damages, expenses and costs (including reasonable attorneys' fees) arising out of Buyer's use, handling, modification or resale of the Goods, including claims alleging that the Goods are defective, provided such claims do not result solely from Seller's fraud or willful misconduct.

6. CONDITION OF GOODS; REPAIRS

6.1 Buyer acknowledges that Seller may have performed no repairs, refurbishments or testing of the Goods beyond any described in the Transaction documentation. Any repair, maintenance or modification performed by Seller is provided without warranty unless explicitly set forth in a separate written instrument signed by Seller.

7. TERM AND TERMINATION

7.1 This Agreement shall commence on the Effective Date and shall survive delivery of the Goods and any termination of the underlying Transaction to the extent necessary to give effect to the parties' rights and obligations hereunder.

8. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or such other addresses as a party may designate in writing:

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Agreement, together with the Transaction documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

10.2 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the parties shall negotiate in good faith to substitute a valid provision that most nearly effects the parties' intent.

11. AMENDMENT; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. No waiver of any provision shall be effective unless in writing signed by the party granting the waiver.

11.2 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall have the same force and effect as original signatures.

12. ACKNOWLEDGMENTS

Buyer acknowledges that Buyer has read and understands this Agreement, that Buyer has had the opportunity to obtain independent legal and technical advice, and that Buyer enters into this Agreement voluntarily and not in reliance on any representations other than those set forth herein.

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