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Terms and Conditions of Sale – Products & Services <br />DFS Proprietary and Confidential <br />Rev. February 13, 2020 <br />Page | 3 <br />4.2 Except for shipments that involve export from the U.S., title to Products will pass to Buyer upon delivery <br />in accordance with Section 4.1. For shipments being exported from the U.S., title to Products will pass <br />to Buyer at the port of export immediately after Products have been cleared for export. When Buyer <br />arranges the export or intercommunity shipment, Buyer will provide Seller evidence of exportation or <br />intercommunity shipment acceptable to the relevant tax and custom authorities. Notwithstanding the <br />foregoing, Seller grants only a license, and does not pass title, for any Software provided by Seller <br />under this Contract, and title to any leased equipment remains with Seller. <br />4.3 Risk of loss will pass to Buyer upon delivery pursuant to Section 4.1, except that for export shipments <br />from the U.S., risk of loss will transfer to Buyer upon title passage. <br />4.4 If any Products to be delivered under this Contract or if any Buyer equipment repaired at Seller’s <br />facilities cannot be shipped to or received by Buyer when ready due to any cause attributable to Buyer <br />or its other contractors, Seller may ship the Products and equipment to a storage facility, including <br />storage at the place of manufacture or repair, or to an agreed freight forwarder. If Seller places <br />Products or equipment into storage, the following apply: (a) title and risk of loss immediately pass to <br />Buyer, if they have not already passed, and delivery will be deemed to have occurred; (b) any amounts <br />otherwise payable to Seller upon delivery or shipment will be due; (c) all expenses and charges <br />incurred by Seller related to the storage will be payable by Buyer upon submission of Seller’s invoices; <br />and (d) when conditions permit and upon payment of all amounts due, Seller shall make Products and <br />repaired equipment available to Buyer for delivery. <br />4.5 If repair Services are to be performed on Buyer’s equipment at Seller’s facility, Buyer shall be <br />responsible for, and shall retain risk of loss of, such equipment at all times, except that Seller shall be <br />responsible for damage to the equipment while at Seller’s facility to the extent such damage is caused <br />by Seller’s negligence. <br />5.Warranty <br />5.1 Seller warrants that Products shall be delivered free from defects in material, workmanship, and title <br />and that Services shall be performed in a competent, diligent manner in accordance with any mutually <br />agreed specifications. <br />5.2 Unless otherwise stated in materials accompanying the Products or in other warranty documentation <br />provided by Seller, the warranty for Products will expire on the earlier of (a) one year from first use; <br />(b)18 months from delivery; or (c) the relocation of Products to a different Site after first use, except <br />that Software is warranted for 90 days from delivery. The warranty for Services will expire one year <br />after the Services have been performed, except that Software-related Services are warranted for 90 <br />days. <br />5.3 If Products or Services do not meet the above warranties, Buyer shall promptly notify Seller in writing <br />prior to expiration of the warranty period. Seller shall, at its option (a) repair or replace defective <br />Products; and (b) re-perform defective Services. If despite Seller’s reasonable efforts, a non- <br />conforming Product cannot be repaired or replaced, or non-conforming Services cannot be re- <br />performed, Seller shall refund or credit monies paid by Buyer for such non-conforming Products and <br />Services. Warranty repair, replacement or re-performance by Seller will not extend or renew the <br />applicable warranty period. Buyer shall obtain Seller’s agreement on the specifications of any tests it <br />plans to conduct to determine whether a non-conformance exists. <br />5.4 Buyer shall bear the costs of access for Seller’s remedial warranty efforts (including removal and <br />replacement of systems, structures or other parts of Buyer’s facility), de installation, decontamination, <br />re installation and transportation of defective Products to Seller and back to Buyer. <br />Terms and Conditions of Sale – Products & Services