Third Party Product Warranties

Third Party Product Warranties

A vendor who incorporates third-party products as part of the solution provided to its customers will often pass through any warranties, indemnification, and other obligations applicable to such third-party components (for a related discussion on pass-through warranties as they apply to third-party software, see the section entitled “Third Party Software”):

Exemplar C74-1

The Solution is provided by Supplier "AS IS" and Supplier provides no representations or warranties regarding such Solution, and is not liable in connection with the use of the Solution. Licensee's use of the Solution is subject to the terms that the respective third-party manufacturers provide to Licensee in connection with such Solution, if any. LICENSEE UNDERSTANDS THAT THE SOLUTION IS PROVIDED BY THE THIRD-PARTY MANUFACTURERS AND THAT SUPPLIER DOES NOT PROVIDE ANY WARRANTY WHATSOEVER RELATED TO THE SOLUTION OR ANY SERVICE OR INFORMATION PROVIDED BY OR THROUGH SUCH THIRD-PARTY SOLUTION. SUPPLIER SHALL NOT BE RESPONSIBLE FOR ANY THIRD PARTY MANUFACTUER'S BREACH OF ANY WARRANTY RELATING TO THE SOLUTION.

Exemplar C74-2

For any third-party products and/or services incorporated as part of the Product, Customer shall receive only the warranties offered by such third party to the extent Seller may pass through such warranties to Customer.

Exemplar C74-3

To the extent Vendor provides PRODUCT to Customer which is owned by Vendor and provided as part of the Service, such PRODUCT is subject to Vendor’s indemnity obligation pursuant to Section X above. To the extent any other PRODUCT is provided to Customer by or on behalf of Vendor, such PRODUCT, and any software provided therewith, are subject to the indemnity terms and conditions set forth by the respective third-party manufacturer(s) and/or owner(s) thereof. To the extent Vendor is authorized to pass through for the benefit of Customer such manufacturer’s or owner’s indemnities applicable to the PRODUCT and/or software, Vendor hereby agrees to do so. Other than any such pass-through rights, all such PRODUCT and software is provided to Customer on an AS IS basis, without any express or implied warranties of any type, and without any obligation to defend or indemnify by Vendor.

In the following exemplar, the customer requires the seller to pass on any applicable third-party product warranties in addition to those of the seller:

Exemplar C74-4

Supplier will assign to Customer all third-party warranties and indemnities in connection with the Goods, it being acknowledged by Supplier that the foregoing third-party warranty shall be in addition to, and not in lieu of, all of the warranties provided by Supplier in this Agreement.

Warranty pass-throughs are also common in equipment leases. As reflected in the following exemplars, where the lessor of equipment is not the manufacturer of the equipment, the lessor may pass through (via assignment) to the customer-lessee any third-party warranties applicable to the leased equipment:

Exemplar C74-5

Lessor represents and warrants that all Equipment delivered to Lessee will: (a) conform to the applicable Schedule and/or Lessor’s specifications or other documentation applicable to the Equipment, (b) comply with all applicable laws, orders, codes, regulations and standards, and (c) be free and clear of all liens and encumbrances except for those specified in this Agreement. So long as Lessee is not in default under this lease, Lessor hereby warrants that Lessee will enjoy quiet possession and use of the Equipment without interference by Lessor or any Lessor assignee. To the extent assignable, Lessor hereby assigns to Lessee all warranty rights which Lessor may have received from the manufacturer of the Equipment, and Lessor will reasonably cooperate with Lessee in the enforcement of such warranties by Lessee.

Exemplar C74-6

Provided that no Event of Default has occurred, Lessee shall enjoy quiet possession and use of the Equipment without interference by Lessor or Lessor’s Assignee. Lessor hereby assigns to Lessee all warranty rights, which Lessor may have against the manufacturer or other vendor of the Equipment (“Manufacturer”), to the full extent assignable, and shall reasonably cooperate with Lessee in the enforcement of such warranties by Lessee.

In the following exemplar, the warranty between an OEM and a reseller of the OEM’s products restricts the scope of warranties that the reseller can pass through to its customers:

Exemplar C74-7

The foregoing limited warranty shall not apply to any Product that has been (i) damaged by accident, act of God, shipment, improper installation, inadequate maintenance, abnormal physical or electrical stress, abuse, misuse or misapplication, or (ii) modified without Supplier’s express written acceptance of such modification for warranty purposes. Nothing in this Agreement or any other written documentation or any oral communications with Reseller or other parties may alter the terms and conditions of Supplier’s limited warranty as stated hereunder. Supplier may, in its sole discretion, revise its limited warranties from time to time. However, no change in limited warranties will affect purchase orders already accepted by Supplier. Reseller agrees to only pass on to Reseller’s End Users OEM’s limited warranties and Reseller will be liable for any greater warranty that Reseller purposely or inadvertently transfers to Reseller’s End Users.