Envirco BSC - Manual (Page 35)

35
non-stock products, or special orders, or where manufacturing processes make it difficult to provide the exact quantity
specified, Seller reserves the right to under-ship or over-ship and invoice Buyer accordingly.
8. RISK OF LOSS: Seller shall not be liable for any Goods lost, damaged, or destroyed while in transit, and Buyer acknowledges
and agrees that any risk of such loss, damage, or destruction transfers to, and is assumed by, Buyer upon delivery of the Goods
to a common carrier or when otherwise placed in transit.
9. LIMITED WARRANTY: Unless otherwise expressly stated in Seller’s published specifications for the Goods, Seller warrants
that Goods are free from defects in material and workmanship, except for services which are warranted to be performed in a
competent and diligent manner in accordance with any mutually agreed specifications. The foregoing warranty shall apply for
twelve (12) months from the date of shipment from Seller’s facility, except for services for which the warranty shall apply for
ninety (90) days from the date of performance (the “Warranty Period”). Provided Buyer informs Seller in writing of any breach of
warranty prior to the expiration of the applicable Warranty Period, Seller shall, as its sole obligation and Buyer’s sole and
exclusive remedy for any breach of this warranty, repair or replace/reperformance the Goods which gave rise to the breach or,
at Seller’ option, refund the amounts paid by Buyer for the Goods which gave rise to the breach. Any repair, replacement or
reperformance by Seller hereunder shall not extend the applicable Warranty Period. The parties shall mutually agree on the
specifications of any test to determine the presence of a defect. Unless otherwise agreed upon by Seller in writing, Buyer shall
bear the costs of access, de-installation, re-installation and transportation of Goods to Seller and back to Buyer. These
warranties and remedies are conditioned upon (a) the proper storage, installation, operation, and maintenance of the Goods
and conformance with the proper operation instruction manuals provided by Seller or its suppliers or subcontractors, (b) Buyer
keeping proper records of operation and maintenance during the applicable Warranty Period and providing Seller access to
those records, and (c) modification or repair of the Goods only as authorized by Seller. Seller does not warrant the Goods or any
repaired or replacement parts against normal wear and tear or damage caused by misuse, accident, or use against the
instructions of Seller. Any modification or repair of any of the Goods not authorized by Seller shall render the warranty null and
void. EXCEPT AS EXPRESSLY SET FORTHHEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY,
NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE WHICH ARE HEREBY DISCLAIMED TO THE
EXTENT PERMITTED BY APPLICABLE LAW.
10. INDEMNIFICATION: To the fullest extent permitted by applicable law, Buyer agrees to defend, indemnify, and hold harmless
Seller, its subsidiaries, affiliates, parents, partners, their successors and assigns, and each of their past and present directors,
officers, employees and agents (collectively “Seller Indemnities”), jointly and severally, from and against any and all losses,
damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses, including, without
limitation, reasonable attorneys’ fees and expenses, which Seller Indemnities may sustain, incur, or become liable for in
defending or compromising any suit, action, or other proceeding arising out of, related to, or in any way connected with Buyer’s
purchase, sale, or use of the Goods, including, but not limited to, Buyer’s misuse of such Goods or any other acts or omissions,
willful misconduct or negligent misconduct, whether active or passive, on the part of Buyer; provided, however, Buyer shall
have no indemnity obligations under this Section 10 for any losses, damages, liabilities, demands, claims, actions, judgments,