1. Strict Compliance. You will provide the quantities and quality of Supplies in strict compliance with any and all specifications and technical requirements contained in the Purchase Terms.
2. Adequate Assurance. We may, at any time, demand that you provide us adequate assurances of performance, which could include, but is not limited to the requirement to produce a limited number of the Supplies for inspection. Any such demand by us will be in writing and will provide a reasonable amount of time for you to provide adequate assurance.
3. Warranties. In addition to any warranties specifically required in a purchase order, you warrant that the Supplies will be delivered:
- New and free from defects in material and workmanship, fully merchantable and of good quality;
- In conformity with any requirements concerning composition and design furnished by us to you and any other specifications, drawings, samples or descriptions furnished by either party and approved by us;
- In compliance with all applicable laws of the countries in which such Supplies have been manufactured or assembled or are to be used;
- Free from defects in design to the extent furnished by you or your subcontractors, even if the design has been approved by us; and
- In conformity with all other representations or warranties made by you or the manufacturer.
You further warrant that:
- You know of our intended use of the Supplies and all Supplies will be fit and sufficient for the particular purposes we intend;
- You have good title to all Supplies, free and clear of all liens and encumbrances, and will transfer such title to us;
- Any services included with the Supplies will be performed in a workmanlike and timely manner and will conform to the highest industry standards; and
- The sale and use of the Supplies will not infringe or violate any patent, trade secret, trademark, service mark, copyright or other intellectual property, right or entitlement of a third party in the United States, the country of manufacture of the Supplies or any other country where the Supplies are sold
Your warranties will survive any delivery, acceptance or payment by us. Acceptance of all or any part of the Supplies will not be deemed to be a waiver of our right to cancel or return any Supplies or reject any services due to (i) failure to conform, (ii) discovery of latent or patent defects or a (iii) a breach of your warranties.
4. Estimates. We may provide estimates, forecasts or projections of our future volume or quantity requirements for the Supplies which are for informational and planning purposes only and are not binding on us. We make no representation, warranty, guaranty or commitment of any kind or nature, express or implied, regarding any volume projection.
5. Changes. We may change our order for the Supplies at any time without penalty, with written notice. Unless you promptly notify us in writing of an objection to any change, you will make all changes we request. You shall not make any changes without obtaining our written consent. You will promptly notify us in writing if (i) there is a proposed change in materials or manufacturing location with respect to the Supplies, (ii) any other change that can affect the form, fit or function of the Supplies, or (iii) a change that will significantly affect cost or time for performance. If you seek an adjustment in cost or time for performance, you will also provide substantiation thereof.