1. Buyer shall inspect the Products within five (5) days of receipt (“Inspection Period”). Buyer will
be deemed to have accepted the Products unless it notifies Seller in writing addressed to 2932 Thorne Drive,
Elkhart, Indiana 46514, Attention: Vice President of Sales, of any Nonconforming Product during the Inspection
Period and furnishes such written evidence or other documentation as reasonably required by Seller.
“Nonconforming Product” means only the following: (i) Product shipped is different than identified in Buyer’s
purchase order; (ii) Product’s label or packaging incorrectly identifies its contents, or (iii) Product contains
manufacturing defects, which include only defects in material (zippers, buckles, fabrics, etc.) or workmanship
(seams, construction, etc.). Product that has been altered, shrunk, cut or otherwise modified, and defects that arise
out of installation or transport of the Products will not constitute manufacturing defects.
2. If Buyer timely notifies Seller of any Nonconforming Product, Seller shall, in its sole discretion,
(i) replace such Nonconforming Product with conforming Product, or (ii) credit or refund the price for such
Nonconforming Product, together with any reasonable shipping and handling expenses incurred by Buyer in
connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Product to Seller’s
facility located in Elkhart, Indiana. If Seller exercises its option to replace Nonconforming Products, Seller shall,
after receiving Buyer’s shipment of Nonconforming Product, ship to Buyer, at Buyer’s expense and risk of loss,
the replaced Products.
3. Buyer acknowledges and agrees that the remedies set forth above are Buyer’s exclusive remedies
for the delivery of Nonconforming Product. Except as provided above, all sales of Products to Buyer are made on
a one-way basis and Buyer has no right to return Products.
4. Seller warrants to Buyer that for a period of twelve (12) months from the date of shipment of the
Products, or if early, until the time that the Product is installed, shrunk, cut or otherwise modified (“Warranty
Period”), that such Products conform to Seller’s published specifications in effect as of the date of shipment and
will be free from material defects in material and workmanship. EXCEPT FOR THE WARRANTY SET
FORTH IN THE PRIOR SENTENCE, SELLER MAKES NO WARRANTY WHATSOEVER WITH
RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR
(b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; WHETHER EXPRESS OR IMPLIED
BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR
5. Seller shall not be liable for a breach of the warranty set forth herein unless: (i) Buyer gives
written notice of the defect, reasonably described, to Seller within thirty (30) days of the time when Buyer
discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the
notice to examine such Products and Buyer (if requested to do so by Seller) returns such Products to Seller’s place
of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s
claim that the Products are defective. Seller shall not be liable for a breach of the warranty set forth herein if: (i)
Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed
to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of
the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of Seller.
6. With respect to any such Products during the Warranty Period, Seller shall, in its sole discretion,
either: (i) repair or replace such Products or (ii) credit or refund the price of such Products at the pro rata contract
rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Products to Seller.
7. THE REMEDIES SET FORTH HEREIN SHALL BE THE BUYER’S SOLE AND
EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED
WARRANTY SET FORTH ABOVE.