Colder Products Company – Limited Warranty

Colder Products Company (“CPC”) warrants its products to be free from defects in materials and workmanship and materially comply with CPC’s published product specifications for a period of twelve (12) months after the delivery of the products to CPC’s initial customer (regardless of any subsequent sale or transfer of the products). Customer must bring any warranty claim within five (5) days after becoming aware of the alleged non-conformance and Customer’s sole and exclusive remedy for any breach of the warranty is, at CPC’s option: (a) repair or replacement of the nonconforming product; or (b) an account credit for the actual amount paid for such non-conforming product. These remedies are the exclusive remedies for all claims based on product non-conformance, failure or defect, regardless of when such non-conformance, failure or defect arises, and whether a claim, however described, is based on contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability or otherwise.  These warranties are exclusive and are in lieu of all other warranties, conditions and guarantees, whether written, oral, implied or statutory.  Replaced products shall not extend or renew the applicable warranty period. CPC’s prior written authorization is required for all product returns and any costs and expenses in connection with storing, repackaging, and returning any products is the responsibility of Customer. Customer must return products in strict compliance with CPC’s written return instructions, as noted above. For the avoidance of doubt, the warranties described herein do not apply under any circumstances to any Other Products (as defined below).

The warranties and remedies set forth in this warranty are expressly conditioned upon (a) proper storage, installation, use, operation, and maintenance of products; (b) Customer’s keeping complete and accurate records of operation and maintenance during the warranty period and providing CPC access to those records; (c) modification or repair of products only as authorized by CPC in writing, and (d) use of the products solely for their intended purpose. Failure to meet any such condition renders the warranty null and void. CPC is not responsible for normal wear and tear. In addition, the warranty DOES NOT COVER products that: (i) have been subject to misuse, tampering, negligence, accident, or improper installation, maintenance or storage; (ii) have been altered without CPC’s prior written consent; (iii) based on CPC’s examination, do not disclose to CPC’s satisfaction the non-conformance with the warranty; or (iv) are identified as a pre-production version, prototype, sample, reference design or similar. CPC IS NOT LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS, DAMAGE, PERSONAL INJURY, OR ANY OTHER EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM THE USE OF OR INABILITY TO USE ITS PRODUCTS EITHER SEPARATELY OR IN COMBINATION WITH OTHER PRODUCTS.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPC HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF.

Notwithstanding the foregoing, in the event CPC provides products to Customer at no charge, such as samples and prototypes (“Other Products”), Customer’s use of Other Products is subject to any additional terms that CPC may specify. Customer’s use of Other Products is only permitted for the period designated by CPC. Customer agrees not to use Other Products for competitive analysis or similar purposes. CPC may terminate Customer’s right to use Other Products at any time and for any reason in CPC’s sole discretion, without creating any obligation to Customer. Customer understands that any pre-release products made available by CPC are still under development and may be inoperable or incomplete. All information regarding the characteristics, features or performance of prototypes constitutes CPC’s Confidential Information and shall be protected in accordance with CPC’s Terms and Conditions of Sale.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CPC DISCLAIMS ALL OBLIGATIONS OR LIABILITIES WITH RESPECT TO OTHER PRODUCTS, INCLUDING ANY SUPPORT AND MAINTENANCE, WARRANTY, AND INDEMNITY OBLIGATIONS. 

Deviations from specifications which do not materially affect performance of the products covered hereby shall not be deemed to constitute a breach of the Limited Warranty, which is subject to the disclaimers and exclusions set forth herein.