Reference Guide

Internal Use - Confidential
generally accepted industry standards. Customer must notify Supplier of any failure to so perform within
10 days after the date on which such failure first occurs. In such case, Supplier will use reasonable efforts
to correct such failure within a reasonable period of time. If, after reasonable efforts, Supplier is not able
to correct such deficiencies for reasons for which Supplier is responsible, then Customer may terminate
the affected Services for cause by providing written notice to Supplier.
7.4 Limitations. The warranties set forth in this clause 7 do not cover problems that arise from: (i)
accident or neglect by Customer or any third party; (ii) any third party items or services with which the
Product is used or other causes beyond Supplier’s control; (iii) installation, operation or use not in
accordance with Supplier’s instructions and the applicable documentation; (iv) use in an environment, in a
manner or for a purpose for which the Product was not designed; (v) modification, alteration or repair by
anyone other than Supplier personnel or (vi) causes attributable to normal wear and tear. Supplier has no
obligation for: (1) Software installed or used beyond the licensed use, or (2) Product whose original
identification marks have been altered or removed. Products and Services are not fault-tolerant and are
not designed or intended for use in hazardous environments requiring fail-safe performance, such as any
application in which the failure of the Products or Services could lead to death, bodily injury, or physical or
property damage (collectively, “High-Risk Activities”). Supplier expressly disclaims any express or implied
warranty of fitness for High-Risk Activities.
7.5 Warranty Disclaimer. Other than the warranties set forth in this clause 7 and the Schedules,
and to the maximum extent permitted by applicable law, Supplier and Supplier Affiliates: (i) make
no other express warranties; (ii) disclaim all implied warranties, including merchantability, fitness
for a particular purpose, title and non-infringement; and (iii) disclaim any warranty arising by
statute, operation of law, course of dealing or performance or usage of trade.
8. Limitation of Liability.
8.1 Limitations on Damages. The limitations, exclusions and disclaimers stated below apply to all
disputes, claims or controversies (whether in contract, tort (including negligence) or otherwise)
related to or arising out of the CTS or any Quote or Order (“Dispute”). The terms of this clause are
agreed allocations of risk constituting part of the consideration for Supplier’s and its Affiliates’
sale of Products and Services to Customer and will apply even if there is a failure of the essential
purpose of any limited remedy, and regardless of whether a party has been advised of the
possibility of the liabilities.
A. Limitation on Direct Damages. Except for Customer’s obligations to pay for Offerings,
Customer’s violation of the restrictions on use of Products and Services or Supplier’s or its
Affiliates’ intellectual property rights, Supplier’s (including its suppliers) and Customer’s total
liability arising out of any Dispute or any matter under this CTS, is limited to the amount Customer
paid to Supplier during the 12 months before the date that the matter or Dispute arose for the
Product, Services or both that are the subject of the Dispute, but excluding amounts received as
reimbursement of expenses or payment of taxes. Notwithstanding anything otherwise set forth
above, Supplier (and its suppliers) shall have no liability for any direct damages resulting from