November 2016

Warranty for Worthington Cryogenic Products

Unless a different warranty is agreed to in writing by Worthington (“Seller”), Seller warrants to Buyer that all products manufactured by Seller or its affiliates shall be in accordance with Worthington standard specifications and shall be free from defects in design (to the extent designed by Worthington or its affiliates) and in material and workmanship for a period of one (1) year after date of shipment; provided that the length of certain warranties for products set forth below shall be as listed, all from date of shipment:

Parts, components and accessories manufactured by others but supplied by Seller or its affiliates are not covered by this warranty, but the equipment manufacturers’ warranties shall apply and Seller shall assign such warranties to the extent it is permitted.

The above warranty does not cover any designs, products, services or material furnished by a person other than Seller or its affiliates , and does not apply to any damage or defect caused by:  normal wear and tear; lack of proper maintenance; improper installation or repair by a party other than Seller or its affiliates; alterations or modifications not approved by Seller in writing (installation of normal maintenance parts does not constitute modification); mis-use, abuse, excessive external forces, negligence or accident; or use or operation contrary to law or Worthington instructions or specifications, or outside normal operating conditions.

The above warranty does not cover any designs, products, services or material by Purchaser or by third parties and does not apply to any installation by Buyer or a third party.  Buyer hereby indemnifies Seller and its affiliates for any loss, cost, or expense to which Seller and its affiliates may be exposed as a result of any such activities or negligence by Buyer, or such third parties.  Any damage arising out of the Buyer’s or any third party’s fault or negligence shall not be satisfied by the Seller or its affiliates under any circumstances.

In the event of any failure to conform with the applicable warranties during the warranty period, Buyer shall provide Seller with prompt written notice identifying the problem, and in no event shall such notice be given more than ten (10) days after discovery of the problem.   Seller’s sole obligation, and Buyer’s sole remedy, is for Seller to correct such defect by, at Seller’s option, either:  (a) repair or replacement of the defective product or parts thereof; or (b) refund the purchase price of the non-conforming product or parts.

Repairs or replacements made pursuant to the warranty shall be warranted for the time remaining in the original warranty, or 30 (thirty) days, whichever is longer.
For warranty repairs or replacements, Seller will, at its discretion, make arrangements to transport the defective product or defective part to and from Seller’s facility or Seller will go to Buyer’s site, at Seller’s sole option; provided however that Seller shall not be responsible for providing working access to the defect, including disassembly or reassembly, or for transportation costs to and from Seller’s repair facility, all of which shall be at Buyer’s risk and expense.

The above remedies and warranties are in lieu of and exclude all other remedies and warranties, express or implied, including merchantability and fitness for a particular purpose or those arising from course of dealing or usage of trade all of which are hereby expressly disclaimed by Seller and its affiliates.  The liabilities of Seller and its affiliates hereunder are limited solely and exclusively to repair or replacement as provided above and exclude all special, consequential, incidental or other damages of any kind whatsoever whether any claim is based on periods of contract, negligence or tort.  Seller’s and its affiliates’ liability does not cover shipping charges, labor, installation, loss of product or any other losses or expenses incurred in the operation or installation of any repaired or replaced materials and product.

If it is ultimately determined that the product was not defective or covered by warranty, then Buyer agrees to pay Seller for all costs which it incurred in connection with such matter.