Dwyer DLI User Manual
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shall take precedence over any terms and conditions which appear on Buyer's order or other form or
any other writing or electronic transmission from Buyer. Any terms or conditions on any of Buyer's
forms, recordings, electronic transmissions, or orders that are different from or in addition to these
Terms and Conditions are specifically rejected. Any modification to these Terms and Conditions
must be agreed to and executed in writing by Seller. Seller's failure to object to provisions contained
in any communication from Buyer shall not be construed as a waiver of these Terms and Conditions
or as an acceptance of any such provision. Trade custom, trade usage and past performance are
superseded by these terms and conditions and shall not be used to interpret these terms and
conditions. In the event that Product includes software, the software is licensed to Buyer in object
code form only in accordance with Seller's standard Software License Terms that are included below.
Limited Warranty.
A. Seller Manufactured Products and Seller Provided Services. Seller warrants to Buyer that (i)
Seller manufactured Software (as defined in Section 23 below) shall execute the programming
instructions provided by Seller, and (ii) Seller manufactured Product and consumables and Seller
provided services shall be free from material defects in material and workmanship under normal uses
and care, in each case until the expiration of the applicable warranty period specified below. Seller
manufactured Product is warranted for the shorter of twelve (12) months from the date of initial
installation or fifteen (15) months from the date of shipment by Seller. Seller manufactured
consumables and Software, and Seller provided services are warranted for a period of ninety (90)
days from the date of shipment or completion, as applicable. If Buyer discovers any warranty defect
and notifies Seller thereof in writing during the applicable warranty period, Seller shall, at its option,
promptly correct any defects that are found by Seller, or repair or replace F.O.B. point of
manufacture that portion of the Seller manufactured Products, consumables or Software found by
Seller to be defective, or refund the price of the defective portion of the Seller manufactured
Products, consumables or Software, or of the defective portion of the Seller provided services. All
replacements or repairs necessitated by inadequate maintenance, normal wear and usage, unsuitable
power sources, unsuitable environmental conditions, accident, misuse, improper installation,
modification, repair, storage or handling, or any other cause not the fault of Seller are not covered by
this limited warranty, and shall be at Buyer's expense. Seller shall not be obligated to pay any costs
or charges incurred by Buyer or any other party except as may be agreed upon in writing in advance
by an authorized representative of Seller. All costs of dismantling, re-installation and freight, and the
time and expenses of Seller's personnel for site travel and diagnosis under this limited warranty shall
be borne by Buyer unless accepted in writing by Seller. Seller manufactured Products, consumables
and Software, and Seller provided services, repaired, replaced or corrected during the applicable
warranty period shall be in warranty for the greater of the remainder of the applicable original
warranty period or ninety (90) days. THE FOREGOING STATES THE SOLE AND EXCLUSIVE
WARRANTY AND LIABILITY OF SELLER. FOR BREACH OF WARRANTY AND IS IN LIEU
OF ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESSED OR
IMPLIED, IN REGARD THERETO. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET
FORTH IN THIS SECTION, SELLER DOES NOT MAKE AND HEREBY DISCLAIMS ANY
AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND
WHATSOEVER, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OR ACCURACY, ADEQUACY OR
COMPLETENESS OF DATA MEASUREMENT, WITH RESPECT TO ANY OF THE SELLER
MANUFACTURED PRODUCTS, CONSUMABLES OR SOFTWARE, OR ANY OF THE