Chromalox warrants only
that the Products and parts manufactured by Chromalox, when shipped, and the work
performed by Chromalox when performed, will meet all applicable specification and other
specific product and work requirements (including those of performance), if any, and will
be free from defects in material and workmanship under normal conditions of use. All
claims for defective or nonconforming (both hereinafter called defective) Products, parts
or work under this warranty must be made in writing immediately upon discovery, and in any
event, with one (1) year from delivery, provided, however all claims for defective
Products and parts must be made in writing no later than eighteen (18) months after
shipment by Chromalox. Defective and nonconforming items must be held for Chromalox's
inspections and returned to the original f.o.b. point upon request. THE FOREGOING IS
EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY,
INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Notwithstanding the
provisions of this WARRANT AND LIMITATION Clause, it is specifically understood that
Products and parts not manufactured and work not performed by Chromalox are warranted only
to the extent and in the manner that the same are warranted to Chromalox by
Chromalox's vendors, and then only to the extent that Chromalox is reasonably able to
enforce such warranty, it being understood Chromalox shall have no obligation to initiate
litigation unless Buyer undertakes to pay all cost and expenses therefore, including but
not limited to attorney's fees, and indemnifies Chromalox against any liability to
Chromalox's vendors arising out of such litigation. Upon Buyer's submission of a
claim as provided above and its substantiation. Chromalox shall at its option either (i)
repair or replace its Products, parts or work at the original f.o.b. point of delivery, or
(ii) refund an equitable portion of the purchase price.
THE FOREGOING IS CHROMALOX'S ONLY OBLIGATION
AND BUYER'S EXCLUSIVE REMEDY FOR BREACH OF WARRANTY, AND IS BUYER'S EXCLUSIVE
REMEDY AGAINST CHROMALOX FOR ALL CLAIMS ARISING HEREUNDER OR RELATING HERETO WHETHER SUCH
CLAIMS ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY)
OR OTHER THEORIES. BUYER'S FAILURE TO SUBMIT A CLAIM AS PROVIDED ABOVE SHALL
SPECIFICALLY WAIVE ALL CLAIMS FOR DAMAGES OR OTHER RELIEF, INCLUDING BUT NOT LIMITED TO
CLAIMS BASED ON LATENT DEFECTS. IN NO EVENT SHALL BUYER BE ENTITLED TO INCIDENTAL OR
CONSEQUENTIAL DAMAGES AND BUYER SHALL HOLD CHROMALOX HARMLESS THEREFROM. ANY ACTION BY
BUYER ARISING HEREUNDER OR RELATING HERETO, WHETHER BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHER THEORIES, MUST BE COMMENCED WITHIN
ONE (1) YEAR AFTER THE DATE OF SHIPMENT OR IT SHALL BE BARRED.