Charm Sciences, Inc. Limited Reagent Warranty and Limited One-Year Equipment Warranty

Charm Sciences, Inc. Limited Reagent Warranty

Charm Sciences, Inc. (“Charm”) warrants each reagent product, including but not limited to test kits, to be free from defects in materials and workmanship and to be free from deviations from the specifications and descriptions of Charm’s reagent products appearing in Charm’s product literature, when stored under appropriate conditions and given normal, proper and intended usage, until the expiration of such reagent product’s stated shelf life, or, if none is stated, for one year from the date of delivery of such reagent product to the end-user purchaser. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS, IMPLIED (INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE). The warranty provided herein may not be altered except by express written agreement signed by an officer of Charm. Representations, oral or written, which are inconsistent with this warranty are not authorized and if given, should not be relied upon.

In the event of a breach of the foregoing warranty, Charm’s sole obligation shall be to replace any reagent product or part thereof that proves defective in materials or workmanship within the warranty period, provided the customer notifies Charm promptly of any such defect prior to the expiration of said warranty period. The exclusive remedy provided herein shall not be deemed to have failed of its essential purpose so long as Charm is willing to replace any nonconforming reagent product or part. Charm shall not be liable for consequential, incidental, special or any other indirect damages resulting from economic loss or property damages sustained by any customer from the use of its reagent products. Except for Charm’s obligation set forth above to replace any reagent product that proves defective within the warranty period, Charm shall not be liable for any damages of any kind arising out of or caused by any incorrect or erroneous test results obtained while using any such reagent product, whether or not caused by a defect in such reagent product.

Charm Sciences, Inc. Limited One-Year Equipment Warranty

WARRANTY; LIMITATION OF REMEDIES: (a) Charm Sciences, Inc. (“Charm”) warrants this product to be free from defects in materials and workmanship and to be free from deviations from the specifications and descriptions of Charm’s products appearing in Charm’s product literature, based upon normal use. The warranty periods are, from the date of delivery:

Charm Sciences, Inc. Software/Firmware Support and Limited Warranty

SOFTWARE/FIRMWARE SUPPORT AND LIMITED WARRANTY  (a) Software/Firmware Limited Warranty.  Commencing from the date of delivery to Customer (but in case of resale by a Charm reseller, commencing not more than ninety (90) days after original shipment by Charm), and continuing for a period of ninety (90) days the Product (if any): Charm warrants that the Charm Software and Firmware Products will substantially conform to the published specifications provided it is used with the Charm products for which it was designed. Charm also warrants that the storage media on which Software and Firmware are distributed and the accompanying documentation are free from defects in materials and workmanship. Such warranty shall not apply in the event or to the extent that data supplied by you contains errors or is improperly or incorrectly installed. During the Software/Firmware Limited Warranty period, Charm will replace defective media or documentation, or correct substantial program errors at no charge. If Charm is unable to replace defective media or documentation, or correct program errors, Charm will refund the price paid for the Software or Firmware. These are your sole remedies for any breach of warranty.  Charm’s liability on any claim of any kind, whether based in contract, warranty or tort (including negligence, failure to warn or strict liability) or otherwise, for any expense, injury, loss or damage arising out of, or connected with, or resulting from the design, installation, inspection, repair, reconditioning, operation or use of any Charm Software and Firmware Products, shall be limited to the refund of the price paid for the Software or Firmware. In no event shall Charm be liable for any special, indirect or consequential damages.  (b) Software/Firmware Warranty Exclusions. The above warranty shall not apply to Software and Firmware products that (1) have been altered or modified in any way without Charm’s authorization; (2) have problems resulting from interaction with software, firmware or hardware not supplied or supported by Charm; (3) have problems caused by improper or inadequate maintenance by Purchaser. (c) Software/Firmware Support Services. During the Software/Firmware Limited Warranty Period Charm, or a Charm representative designated by Charm, will provide Technical Assistance (as described below) to Purchaser to resolve issues that prevent the Software or Firmware Product from substantially conforming to its published specifications. Technical Assistance shall consist of: providing assistance in resolving documentation, installation, configuration, and usability issues; diagnosing problems and providing workarounds or fixes for known problems; diagnosing interoperability issues and providing workarounds, if possible; diagnosing new product defects and providing temporary fixes or workarounds, if possible; and characterizing newly discovered defects, initiating corrective action, and distributing the correction when available.

DISCLAIMER OF WARRANTY  EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL CHARM HARDWARE, SOFTWARE, FIRMWARE AND DOCUMENTATION IS PROVIDED “AS IS” AND WITHOUT STATUTORY, EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE  AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE).

MISCELLANEOUS (a) Assignment. The Limited Warranties provided for herein are personal to the Purchaser and may not be transferred or assigned.  (b)Entire Understanding; Modifications. This Limited Warranty sets forth the entire understanding of the parties regarding its subject matter, and completely supersedes and negates any other related prior or contemporaneous representations, understandings, or agreements. No change to this Limited Warranty shall be effective unless in writing and signed by an authorized Corporate Officer of Charm.  (c) Governing Law; Jurisdiction and Venue. This Limited Warranty Certificate shall be governed by and construed under Massachusetts law and applicable United States federal law, without reference to “conflict of laws” principles or provisions. Jurisdiction and venue of any litigation between the parties shall lie exclusively in the courts of Essex County, Massachusetts (if in state court) or the District of Massachusetts (if in federal court).