Product Warranty. Merck warrants that each Product furnished under this Agreement will conform to its Specifications for the Warranty Period (the “Product Warranty”). All Product Warranty claims must be filed in writing with Merck within the applicable Warranty Period. The duration of Merck’s Product Warranty is individual Product-specific for each Product furnished under this Agreement (the “Warranty Period”). The Warranty Period begins on the date of shipment of the Product by Merck and expires on the earliest of: (i) one (1) year from the date of shipment; or (ii) any retest date, expiration date or shelf life date printed on the Product label, packaging or certificate of analysis.
2.9.1. Product Warranty.Company hereby represents and warrants that any Product sold under this Agreement and any replacement Product (a) is free and clear of any liens, security interests, or encumbrances of any nature; (b) has been designed, manufactured, labeled, packaged, stored, exported, and sold by Company in accordance with all applicable laws, regulations, rules, and restrictions; and (c) is free from defects in material and workmanship under normal conditions of storage, handling, and use from delivery of the Product until the Product expiration date (the “Warranty Period”)(together, the “Product Warranty”).
5.2 Remedies Upon Breach of Product Warranty. If Purchaser notifies Manufacturer of any breach of a Product Warranty during the duration of the Product Warranty (as specified therein), Manufacturer will as promptly as reasonably practicable repair the affected Product in accordance with the terms of the Product Warranty. Manufacturer will reasonably cooperate with Purchaser in order to minimize the impact of the repair or replacement on Purchasers operations.
(A) BEVs: The Product warranty attached as Schedule 2 to this Work Order (the Product Warranty) will apply to each BEV purchased hereunder, beginning at the time of delivery and continuing for the time period set forth in the Product Warranty. For clarity, the performance warranties contained in Section4.2 of the T&Cs (Performance (Product) Warranties) will not apply to BEVs sold under this Work Order.
(a) Product Warranty. Except as provided in Section2(d) with respect to any MLPEs, Suppliers warranty obligations with respect to each Product are described in the Limited Product and Power Warranty that corresponds to each Product and is attached as Exhibit D (the Product Warranty). The Product Warranty shall apply to Products supplied under this Agreement, and Supplier represents and warrants to Customer that the Products (i)will be new (when first delivered), (ii) will be free from defects in materials and workmanship, (iii)will be manufactured and delivered in compliance with all applicable Laws, (iv)will not be the subject of any so-called anti-dumping duties or countervailing duties if imported into the United States, and (v)will conform in all respects to the Product Specifications. Modifications or additions to the Product Warranty or Suppliers warranty obligations will become binding only following the execution of a written amendment to this Agreement signed by both Parties. Unless the Parties otherwise agree, all claims filed in connection with any Product Warranty are subject to and governed by such Product Warranty.
3.6 Acceptance and Rejection. Talis may reject any Product that has a Product Defect or that otherwise does not conform to Talis purchase order or to the Product Warranty, or that fail the acceptance criteria (if any) specified for that Product in Exhibit A. In order to reject a Product, Talis must give written notice of rejection to thX within [ *** ] after receipt of such Product or, in the case of a Latent Defect, within [ *** ] after Talis becomes aware of such Latent Defect, which notice shall specify the reason for rejection. If no such notice of rejection is received within the relevant time frame, the shipment of Product shall be deemed to have been accepted, provided that, notwithstanding any acceptance or deemed acceptance of Product, the Product Warranty shall continue to cover the Product. Any Product rejected by Talis will be subject to the same provisions as those applicable to a breach of the Product Warranty. Talis will maintain records of Product failures in Talis customer facilities and inform thX in accordance with the requirements of the Quality Agreement.