9. WARRANTIES.
(a) Warranties. Cynomatic warrants that:
(i) each Product is free from defects in material and workmanship;
(ii) each Product materially conforms to Cynomatic’ and/or original equipment manufacturer (OEM) specifications that are attached to, or expressly incorporated into this Agreement; and
(iii) at the time of delivery, Cynomatic has title to each Product free and clear of liens and encumbrances (collectively, the “Warranties”). The Warranties do not apply to software furnished by Cynomatic. The sole and exclusive warranties for any software are set forth in the applicable Software License/Warranty Addendum
(b) Conditions to the Warranties. The Warranties are conditioned on:
(i) no repairs, modifications or alterations being made to the Product other than by Cynomatic or its authorized representatives;
(ii) Buyer handling, using, storing, installing, operating and maintaining the Product in compliance with any parameters or instructions in any specifications attached to, or incorporated into this Agreement;
(iii) compliance with all generally accepted industry standards;
(iv) Buyer discontinuing use of the Product after it has, or should have had, knowledge of any defect;
(v) Buyer providing prompt written notice of any warranty claims within the warranty period described below;
(vi) at Cynomatic’ discretion, Buyer either
removing and shipping the Product or non-conforming part thereof to Cynomatic, at Buyer’s expense, or granting Cynomatic and/or OEM representative reasonable access to the Products to assess the warranty claims; (vii) Product not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (viii) Buyer not being in default of any payment obligation.
(c) Exclusions from Warranty Coverage. The Warranties do not apply to any equipment not provided by Cynomatic under this Agreement. Any Product that is described as being experimental, developmental, prototype, or pilot is specifically excluded from the Warranties and is provided to Buyer “as is” with no warranties of any kind. Normal wear and tear is excluded, including any expendable items that comprise part of the Product (such as fuses, light bulbs and lamps). Cynomatic does not warrant or guarantee that any Product will be secure from cyber threats, hacking or similar malicious activity. Products that are networked, connected to the internet, or otherwise connected to computers or other devices must be appropriately protected by Buyer and/or end user against unauthorized access.
(d) Warranty Period. Buyer must provide written notice of any claims for breach of Warranties by the earlier of twelve (12) months from initial operation of the Product or eighteen (18) months from shipment. Additionally, absent written notice within the warranty period, any use or possession of the Product after expiration of the warranty period is conclusive evidence that the Warranties have been satisfied.
(e) Remedies. Buyer’s sole and exclusive remedies for breach of the Warranties are limited, at Cynomatic’ discretion, to repair or replacement of the Product, or its non-conforming parts, within a reasonable time period, or refund of all or part of the purchase price. The warranty on repaired or replaced parts is limited to the remainder of the original warranty period. Unless Cynomatic agrees otherwise in writing, Buyer will be responsible for any costs associated with: (i) gaining access to the Product; (ii) removal, disassembly, replacement, installation, or reinstallation of any equipment, materials or structures to permit Cynomatic and/or OEM representative to perform its warranty obligations; (iii) transportation to and from the Cynomatic factory or repair facility; and (iv) damage to equipment components or parts resulting in whole or in part from non-compliance by the Buyer with Article 9(b) or from their deteriorated condition. All exchanged Products replaced under this Warranty will become the property of Cynomatic and/or OEM.
(f) Transferability. The Warranties are only transferable during the warranty period and only to the Product’s initial end-user.
(g) the warranties in this article 9 are cynomatic’ sole and exclusive warranties, conditions and guarantees and are subject to the limits of liability in article 10 below. cynomatic makes no other warranties, express or implied, including, without limitation, warranties of merchant-ability or fitness for a particular purpose, course of dealing and usage of trade.