Terms and Conditions for Sale of Products and Services
Form ES 104 (Rev. 4) Section 5
5.1 Seller warrants that Products shall be delivered free from defects in material, workmanship and title and that Services shall
be performed in a competent, diligent manner in accordance with any mutually agreed specifications.
5.2 The warranty for Products shall expire one (1) year from first use or eighteen (18) months from delivery, whichever occurs
first, except that software is warranted for ninety (90) days from delivery. The warranty for Services shall expire one (1) year
after performance of the Service, except that software-related Services are warranted for ninety (90) days.
5.3 If Products or Services do not meet the above warranties, Buyer shall promptly notify Seller in writing prior to expiration of
the warranty period. Seller shall (i) at its option, repair or replace defective Products and (ii) re-perform defective Services. If
despite Seller’s reasonable efforts, a non-conforming Product cannot be repaired or replaced, or non-conforming Services
cannot be re-performed, Seller shall refund or credit monies paid by Buyer for such non-conforming Products and
Services. Warranty repair, replacement or re-performance by Seller shall not extend or renew the applicable warranty
period. Buyer shall obtain Seller’s agreement on the specifications of any tests it plans to conduct to determine whether a non-
5.4 Buyer shall bear the costs of access for Seller’s remedial warranty efforts (including removal and replacement of systems,
structures or other parts of Buyer’s facility), de-installation, decontamination, re-installation and transportation of defective
Products to Seller and back to Buyer.
5.5 The warranties and remedies are conditioned upon (a) proper storage, installation, use, operation, and maintenance of
Products, (b) Buyer keeping accurate and complete records of operation and maintenance during the warranty period and
providing Seller access to those records, and (c) modification or repair of Products or Services only as authorized by Seller in
writing. Failure to meet any such conditions renders the warranty null and void. Seller is not responsible for normal wear and
5.6 This Article 5 provides the exclusive remedies for all claims based on failure of or defect in Products or Services, regardless
of when the failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity,
tort/extra-contractual liability (including negligence), strict liability or otherwise. The warranties provided in this Article 5 are
exclusive and are in lieu of all other warranties, conditions and guarantees whether written, oral, implied or statutory. NO
IMPLIED OR STATUTORY WARRANTY, OR WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE APPLIES.