with non-infringing products; or (iv) refund the purchase price paid by Buyer; provided, however, that Seller will not be responsible for any patent claims that arise from (a) Seller’s compliance with Buyer’s designs, specifications or instructions; (b) use of any product in combination with products not supplied by Seller; or (c) any compromise or settlement of any such patent or other intellectual property infringement claim made without Seller’s written consent. Seller’s sole and exclusive obligation hereunder shall be limited to the replacement of the defective portion of the product or credit therefor as provided above and its patent defense obligations described above. In no event shall any claim for a breach of this limited warranty be made later than 1 year after the cause of action has accrued. This reduced statute of limitations shall supersede any contrary statute of limitations established at law and is included herein with the mutual agreement of Buyer and Seller. The limited warranty set forth above in this paragraph 8 is exclusive and is in lieu of all other express or implied warranties, including warranties of merchantability, fitness for a particular purpose, or warranties arising from a course of dealing or usage of trade. Except as specifically set forth in this paragraph 8 or in a separate writing executed by an authorized representative of seller, seller makes no express or implied warranty or indemnity agreement, statutory or otherwise, concerning products supplied under these terms and conditions or any agreement to which they apply. Seller shall not indemnify nor be liable to buyer, its assigns, successors or purchasers or to any person or entity for any claims, losses, expenses or judgments arising out of or resulting in any way from products furnished hereunder where liability is premised upon any theory, including, without limitation, contract, tort, negligence or strict liability. Seller’s total, complete and exclusive liability hereunder shall be limited to replacement, credit or refund as provided above and in any event shall not exceed the purchase price received by seller for the products in respect of which the claim is made. Seller shall not be liable for lost profits, interruption of business, injury to persons or property or goodwill or special, direct or indirect, or consequential damages, or increases in cost of operation. Seller neither assumes nor authorizes any other person to assume for seller any other liabilities. The parties expressly agree that the limitations set forth herein are agreed allocations of risk and shall survive the determination of any court of competent jurisdiction that any remedy provided herein fails of its essential purpose. Any technical advice and statements and recommendations provided by seller related thereto are furnished as an accommodation to buyer. Seller assumes no liability for technical advice and buyer accepts such advice and statements at buyer’s sole risk. Some states do not allow limitations on how long an implied warranty lasts, or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply. This warranty gives buyer specific legal rights and buyer may have other rights which vary from state to state.
No products shall be returned for any reason without Seller’s prior express authority and all claims, except for claims under Section 8, by Buyer that products are defective must be made within ten days after delivery of the products and failure to do so shall constitute a waiver by Buyer of any such claims. Seller reserves the right to charge a restocking fee for any products it permits Buyer to return. Buyer shall examine all goods promptly upon receipt thereof. Within ten (10) days after delivery, Buyer shall notify Seller in writing of all claimed shortages and defects and, if a rejection is intended, a specification of the grounds therefor. Otherwise, the goods will be deemed accepted as of the date of shipment. Upon Seller’s receipt of notice of defect from Buyer, Seller, at its option, Micro-Coax Terms and Conditions of Sale July 2016 Rev. E Page 4 of 4 may (i) inspect such products at Buyer’s premises, or (ii) request return of the products to Seller’s premises, transportation charges prepaid by Buyer, for inspection. Pending resolution of any such claim with respect to defective products and regardless whether any claim is allowed, Buyer assumes and will be solely responsible for, and will hold Seller harmless from and against, any and all lost, costs, damages and expenses, arising from or out of use of such allegedly defective materials. Any damaged shipment claim must be made immediately against the delivering carrier and the damaged package retained for inspection by the delivering carrier. 10. GOVERNMENT CONTRACTS. If any purchase order indicates that the Buyer’s purchase is being made for use under a U.S. government contract, any terms and conditions of such U.S. Government contract that are intended to be included herein must be set forth in a separate written document signed by an officer of Seller for such terms to be binding upon Seller. Only those terms and conditions which Seller agrees to in writing and are made mandatory by federal statute or regulation, such as the Federal Acquisition Regulation (FAR) and the Department of Defense FAR Supplement (DFARS), for inclusion in fixed price supply subcontracts covering standard commercial proprietary items sold to the public at commercial prices or for products covered by FAR or DFARS shall apply.
If any purchase order indicates that the Buyer’s purchase is being made for use under a U.S. government contract, any terms and conditions of such U.S. Government contract that are intended to be included herein must be set forth in a separate written document signed by an officer of Seller for such terms to be binding upon Seller. Only those terms and conditions which Seller agrees to in writing and are made mandatory by federal statute or regulation, such as the Federal Acquisition Regulation (FAR) and the Department of Defense FAR Supplement (DFARS), for inclusion in fixed price supply subcontracts covering standard commercial proprietary items sold to the public at commercial prices or for products covered by FAR or DFARS shall apply.
To the extent applicable, shipment of products to Buyer is contingent upon compliance with U.S. Department of Commerce and/or U.S. Department of State export control regulations, including any required U.S. government export license, Seller and/or Buyer shall use all reasonable commercial efforts to obtain said license, and Seller’s required shipment date for products to Buyer is contingent upon timely receipt of same. Buyer agrees that Buyer shall not knowingly export or re-export the goods sold hereunder to any country, company or individual directly or indirectly, for which the U.S. government or any agency thereof at the time of export or re-export requires an export license or other government approval without first obtaining such license or approval. In addition but not in limitation of the foregoing, Buyer will be required to complete an “End-User Statement” (or any successor form) when requesting that any Seller product be exported from the United States.