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provided by AQI in the performance of services may be new or refurbished parts functioning equivalent to
<br />new parts. Any non-functioning parts that are repaired by AQI shall become the property of AQI. All other
<br />guarantees, warranties, conditions and representations, either express or implied, whether aris ing under
<br />any statute, law, commercial usage or otherwise, including implied warranties of merchantability and
<br />fitness for a particular purpose, are hereby excluded. The sole remedy for Work not meeting this Limited
<br />Warranty is at AQI’s option: repair, replacement, or credit or refund of the purchase price. This remedy will
<br />not be deemed to have failed of its essential purpose so long as Seller is willing to provide such replacement,
<br />credit or refund. AQI further warrants to Customer that each of the Goods conforms to its written warranty
<br />set forth in its user manual in effect on the date of purchase, or, if there is no express warranty therein,
<br />that each of the Goods will be free from defects in material and workmanship and will conform to the
<br />manufacturer’s quoted specifications for twelve (12) months from delivery. Warranties do not extend to
<br />consumable items such as, without limitation, reagents, batteries, mercury cells, and light bulbs. AQI
<br />warrants that it will perform all Services in accordance with its standard practices and that the Services will
<br />be free from defects in workmanship for a period of ninety (90) days from their date of performance. If AQI
<br />breaches this warranty and the Customer notifies AQI of such breach within 30 days of the end of th e
<br />applicable warranty period, AQI will, at its option, either replace or repair the nonconforming Goods, or re-
<br />perform any nonconforming Services, or refund the amounts paid by Customer to AQI for the
<br />nonconforming Goods and/or Services. THE REMEDY HEREIN IS THE EXCLUSIVE REMEDY FOR ANY BREACH
<br />OF WARRANTY. AQI EXPRESSLY DISCLAIMS ANY REMEDIES OF “COVER” AND ANY WARRANTIES IMPLIED BY
<br />LAW, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
<br />PARTICULAR PURPOSE.
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<br />5. Intellectual Property; Information Technology; Privacy. AQI retains all rights in and to any intellectual
<br />property and confidential information created or procured by it or its representatives at any time, and
<br />Customer receives licenses to use such intellectual property and information only to the extent provided
<br />by implied license under applicable law. No Customer information technology requirements apply, except
<br />the extent such requirements specifically apply to equipment being sold to Customer. To help ensure
<br />mutual compliance with applicable privacy laws, Customer will not provide to or share with Company any
<br />personal data or personally identifiable information.
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<br />6. Patent Protection. Subject to all limitations of liability provided herein, AQI will, with respect to any Work
<br />of Seller’s design or manufacture, indemnify Customer from any and all damages and costs as finally
<br />determined by a court of competent jurisdiction in any suit for infringement of any Canadian or U.S.
<br />patent (or European patent for Work that AQI sells to Customer for end use in a member state of the E.U.)
<br />that has issued as of the delivery date, solely by reason of the sale or normal use of any Work sold to
<br />Customer hereunder and from reasonable expenses incurred by Customer in defense of such suit if AQI
<br />does not undertake the defense thereof, provided that Customer promptly notifies AQI of such suit and
<br />offers Seller either (i) full and exclusive control of the defense of such suit when Work of AQI only are
<br />involved, or (ii) the right to participate in the d efense of such suit when products other than those of AQI
<br />are also involved. AQI’s warranty as to use patents only applies to infringement arising solely out of the
<br />inherent operation of the Work according to their applications as envisioned by AQI’s specifications. In
<br />case the Work are in such suit held to constitute infringement and the use of the Work is enjoined, AQI
<br />will, at its own expense and at its option, either procure for Customer the right to continue using such
<br />Work or replace them with non-infringing products, or modify them so they become non-infringing, or
<br />remove the Work and refund the purchase price (prorated for depreciation) and the transportation costs
<br />thereof. The foregoing states the entire liability of Seller for patent infringement by the Work.
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<br />7. Proprietary Rights. “Proprietary Information” means any information, technical data or know-how in
<br />whatever form, including, but not limited to, documented information, machine readable or interpreted
<br />information, information contained in physical components, mask works and artwork, which AQI
<br />considers proprietary. All Proprietary Information and intellectual property rights, title and interest,
<br />including copyright and trade secret rights in and to anything associated with the Work and the data, text,
<br />audio, video, images, software, lab samples, operational readings, field readings, or o ther similar content
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