Terms and Conditions
- Warranty Information. Copa Healthcare LLC (Supplier) warrants to, the customer that the Product shall be free from defects in material and workmanship under normal and proper use in accordance with any applicable instructions and directions for use within the owner operating instructions. Any defective Products within the scope of this warranty, which has been delivered by the supplier, shall be repaired or replaced by the Supplier at its option, and all charges, including for labor and material, will be borne by the Supplier. The Supplier is responsible to insure that the Products are supplied from the manufacturer in accordance with all legal and regulatory requirements.
- Disclaimer of Warranties. THE EXPRESS WARRANTIES DESCRIBED IN SECTION (a) CONSTITUTE THE ONLY WARRANTIES WITH RESPECT TO THE PRODUCTS AND THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE, FOR ANY PRODUCTS FURNISHED HEREUNDER. THE SUPPLIER MAKES NO FURTHER REPRESENTATION OR WARRANTY OF ANY OTHER KIND AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT TO THE PRODUCTS, WHETHER AS TO MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER MATTER. Any other representations or warranties made by any person, including Affiliates, employees or representatives of the Supplier, which are inconsistent herewith shall be disregarded by the customer and shall not be binding upon the Supplier. If any model or sample was shown to the customer, such model or sample was used merely to illustrate the general type and quality of goods and not to represent that the goods would necessarily conform to the model or sample.
- Exclusive Remedies. The Supplier’s sole obligation under the warranties described in Section (a) shall be to repair or replace, at the Supplier’s option, the defective or non-conforming Products and to provide indemnification to the customer as set forth below. The time required to repair or replace any defective portion of a Product shall not extend the applicable warranty period.
- Limitation of Liability. IN NO EVENT SHALL THE SUPPLIER OR ANY OF ITS AFFILIATES BE LIABLE TO THE CUSTOMER BY REASON OF ANY REPRESENTATION OR WARRANTY, CONDITION OR OTHER TERM OR ANY DUTY AT COMMON LAW OR UNDER THE EXPRESS TERMS OF THIS AGREEMENT, FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSS OF USE, REVENUE, OR PROFITS IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY BREACH HEREOF, OR CUSTOMER’S OR ANY THIRD PARTY’S USE OF ANY PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT. THE CUSTOMER’S SOLE REMEDY FOR THE SUPPLIER’S LIABILITY OF ANY KIND, INCLUDING ANY FAILURE OR DEFICIENCY OF THE PRODUCTS OR NEGLIGENCE, WITH RESPECT TO ANY PRODUCT FURNISHED BY THE SUPPLIER TO THE CUSTOMER UNDER THIS AGREEMENT SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTIONS (a) and (c) OF THIS AGREEMENT. THE LIMITATIONS CONTAINED IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
- Liability Insurance. The Supplier represents and warrants to the other that it has appropriate liability insurance coverage for the Products and respective activities to be conducted hereunder, and that this insurance coverage will be upheld throughout the Term, and if such insurance is under a “claims made” basis, for a reasonable time thereafter.