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4. HARDWARE
<br /> 4.1. Delivery. Delivery of Hardware sold will be made FCA GE's facility(Incoterms 2010). Title to Hardware shipped by GE from the United
<br /> States shall pass to Customer immediately after each item departs from the territorial land,seas,and overlying airspace of the United States. Title to
<br /> all other Hardware sold shall pass when the product is made available for shipment at the point of shipment. Delivery of Hardware leased to
<br /> Customer shall be made by commercially reasonable means. Title to such leased Hardware shall not pass to Customer. Title to any software
<br /> embedded in or included with Hardware("Embedded Software")does not pass to Customer.
<br /> 4.2. Embedded Software.GE grants to Customer a limited,nonexclusive license to use any Embedded Software only with and as embedded within
<br /> the associated Hardware,and Customer shall have no other rights with respect to Embedded Software,including any right to copy or modify the
<br /> Embedded Software. Customer may transfer the Embedded Software to a third party only to the extent that Customer is permitted to transfer the
<br /> associated Hardware under this Agreement.Embedded Software is otherwise governed by the license restrictions set forth in Section 10.4 below.
<br /> 4.3. Hardware Warranties
<br /> 4.3.1. Hardware Sold.During the applicable warranty period stated below,GE warrants that Hardware sold will be free from material
<br /> defects in material and workmanship and will materially conform to any specifications agreed to by the Parties in writing. If any failure to
<br /> meet this warranty appears within applicable warranty period from the date of shipment of the Hardware, and Customer returns such
<br /> equipment to GE pursuant to GE's applicable repair and replacement policy,GE shall correct any such failure at its option,(i)by repairing
<br /> any defective or damaged part or parts of the equipment,or(ii)by making available,FCA GE's shipment facility(Incoterms 2010),any
<br /> necessary repaired or replacement parts. Inbound shipping charges to GE,including associated taxes,duties,tariffs,etc.,shall be paid by
<br /> Customer. Return(outbound)warranty repair shipping charges shall be paid by GE to Customer's destination. GE shall have no warranty
<br /> obligation for Hardware damage or malfunction caused by accident, abuse, misuse, neglect, or improper repair, storage or handling by
<br /> Customer or its agents.If in GE's reasonable judgment such repair or replacement of Hardware is not practicable,GE shall offer to refund or
<br /> credit monies paid by Customer for such Hardware upon a return of such Hardware to GE. The applicable warranty period for sold
<br /> Hardware is twenty-four(24)months from shipment date,unless otherwise stated in the Order or an appendix hereto.
<br /> 4.3.2. Hardware Leased.Provided that Customer has paid all amounts due,GE warrants that Hardware leased will be free from material
<br /> defects in material and workmanship and will materially conform to any specifications agreed to by the Parties in writing during the lease
<br /> period.If leased Hardware fails to meet this warranty during the lease period,GE shall correct any such failure at its option,(i)by repairing
<br /> any defective or damaged part or parts of the Hardware,or(ii)by delivering,in accordance with standard delivery protocols,any necessary
<br /> repaired or replacement parts. If in GE's reasonable judgment such repair or replacement of Hardware is not practicable,GE shall permit
<br /> Customer to terminate the lease and return such Hardware. In the event GE determines that the damage to the leased Hardware resulted
<br /> from accident,abuse,misuse,neglect,or improper repair,storage or handling by Customer or its agents,Customer shall be charged the then
<br /> applicable list price for the replacement of the Hardware.
<br /> 4.3.3. Remanufactured Subassemblies or Parts.Unless prohibited by law,certain Hardware may contain remanufactured subassemblies
<br /> or parts which have been cleaned,refinished,inspected,and tested to new-product standards. The warranty for any such product will be as
<br /> provided in this agreement or any applicable warranty of the third party manufacturer,if applicable.
<br /> 4.3.4. Third Party Hardware. GE warrants Hardware manufactured by third parties including,but not limited to,personal computers,
<br /> gateways,routers,servers,sensors,edge devices,micro drives,rotary disks,compact flash,cables and accessories,and embedded third party
<br /> firmware only to the extent that the manufacturer's or third party's warranty allows GE to transfer such warranty to Customer. GE shall pass
<br /> through to Customer any such warranties. Except to the extent any such manufacturer or third party provides a pass-through warranty,such
<br /> Hardware is provided"AS IS" without warranty of any kind and the manufacturers and/or third parties disclaim all warranties,whether
<br /> express or implied,including but not limited to the implied warranties of merchantability,title,non-infringement,or fitness for a particular
<br /> purpose. The manufacturers or third parties shall not have any liability for special,indirect,punitive,incidental,or consequential damages.
<br /> Customer's sole remedy for breach of such warranty shall be the remedy offered by and available from the manufacturer or third party,if
<br /> any. GE shall have no liability,whether in contract,tort,negligence,or otherwise,to Customer with respect to third party Hardware and
<br /> associated Embedded Software.
<br /> The remedies stated in this Section 4.3 are Customer's exclusive remedy,and GE's sole obligation and liability,for any breach of the warranties for
<br /> Hardware.
<br /> 5. SOFTWARE
<br /> 5.1. Scope.As used herein,the term"Software" shall mean certain computer software and related documentation described in the Order,that is
<br /> provided to Customer by digital download or on physical media for Customer's installation on Customer's computers, including any updates or
<br /> upgrades provided by GE in connection with Support Services.As used herein,the term"Software"excludes any software hosted by or on behalf of
<br /> GE and provided as a service.
<br /> 5.2. Licenses. Subject to Customer's payment of all applicable fees and compliance with this Agreement,GE grants to Customer a limited,non-
<br /> transferable, nonexclusive license,for the license period specified in the applicable Order,to use the Software provided pursuant to the Order for
<br /> Customer's internal business use. Customer must comply with any license scope or usage limitations(such as named user,concurrent user,processor,
<br /> server, site, facility, or asset based limitations) described on the applicable Order. Customer shall not license, sublicense, sell,resell, rent,lease,
<br /> transfer,assign,distribute,time share,or commercially exploit the Software,or make the Software available to any third party,other than as expressly
<br /> permitted by this Agreement.
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<br /> GE CONFIDENTIAL GE DIGITAL GENERAL TIAI AND CONDITIONS v3.0 AUGUST 2018
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