SOLUTIONS AMBRA INC. AND ECOTEL INC. WARRANTY STATEMENT FOR PRODUCTS AND GOODS
General Provisions
SOLUTIONS AMBRA INC. or ECOTEL INC. (“AMBRA”) warrants that all equipment, other than spare parts, sold by it (the “Equipment”) to you (the “Buyer”) shall be free from defects in material and workmanship (the “Equipment Warranty”). AMBRA warrants that all spare parts sold by it (“Spare Parts”) to Buyer shall be free from defects in material and workmanship (the “Spare Parts Warranty”).
It is the Buyer’s responsibility to ensure that the Equipment or Spare Part(s) are used in the correct application, integrated into the project or system correctly (if applicable) and used within AMBRA’s and the applicable part manufacturer’s specifications for purpose, ambient air temperature, regional environment, chemical exposition, mechanical installation, mechanical stress (vibration, chocs, impact, etc.) and electrical supply (i.e. protected from voltage range compliance, over‐and/or under‐ voltage, line noise, and/or spikes, line regulation).
1) GRANT OF WARRANTY
- The Equipment Warranty shall be in effect for twelve (12) months from the shipment date.
- Should the Equipment or part therein or material used therein not comply with the Equipment Warranty during the Equipment Warranty Period, AMBRA, at its option and in its sole discretion, and as Buyer’s sole remedy, will:
Replace the defective part(s) and/or material(s);
Authorize the part(s) and/or material(s) to be returned to AMBRA’s plant for inspection and/or if applicable, for repair;
Authorize the part(s) and/or material(s) to be repaired at an alternative location approved by AMBRA; or
Refund the purchase price to Buyer for the defective part(s) and/or material(s).
Should a Spare Part not comply with the Spare Parts Warranty during the Spare Parts Warranty Period, AMBRA, at its option and in its sole discretion, and as Buyer’s sole remedy, will:
Replace the defective part;
Authorize the part to be returned to AMBRA’s plant for inspection and/or if applicable for repair;
Authorize the part to be repaired at an alternative location approved by AMBRA; or
Refund the purchase price to Buyer for the defective part.
The procedure for Warranty claim is defined by AMBRA and remains to its sole discretion at any time. This procedure includes without limitation the following steps:
Buyer inform AMBRA that it has a problem with an Equipment or Spare Part Through AMBRA’s support help desk;
The AMBRA Support Help Desk team will try to trouble shoot the problem with the buyer’s custody;
If required, The AMBRA’s Support Help Desk team will receive the claim for Warranty;
If it is required to return the Goods, AMBRA will issue a Return Autorization number;
If it is determined that the Warranty apply, AMBRA will proceed to its sole discretion with one of the action stated in 2.2 and will credit the inspection fees.
If it is determined that the Warranty does not apply, AMBRA will bill Buyer for Inspection labour fees.
In the event part(s) and/or material(s) are authorized to be returned to AMBRA’s plant, Buyer shall, at Buyer’s expense (including, but not limited to, brokerage charges, duties and taxes), return such part(s) and/or material(s) for warranty service to AMBRA’s headquarters with proper Chain of Custody. For the purposes hereof, “Chain of Custody” means:
Storage: Prior to AMBRA’s return authorization (described above), the part(s) and/or material(s) should be stored in a clean, dry environment to prevent any possible damage (such as, but not limited to rust).
Labeling: Buyer must attach proper labels to the part(s) and/or material(s) authorized for return. A proper label, includes, without limitation, the following:
(i) Part Number/Part Type.
(ii) Serial Number of the goods that have one (as applicable, such applicability to be determined in AMBRA’s discretion). The Serial Number provided on the label must match the Serial Number(s) of the part(s) and/or material(s) and in the event the numbers do not match, there will be deemed to be no valid breach of the Equipment Warranty or Spare Parts Warranty.
(iii) Name of Customer Custodian assigned.
(iv) As applicable, date(s) that part(s) and/or material(s) were removed from service.
(v) Packaging: It is Buyer’s responsibility to ensure that the part(s) and/or material(s) are packaged properly to prevent any damage during storage and transit. Any damage which occurs during storage or transit shall be Buyer’s responsibility.
(vi) Shipment: The part(s) and/or material(s) authorized for return by AMBRA must be shipped by Buyer and received by AMBRA within fifteen (15) days of AMBRA’s issuance of the authorization to Buyer. In the event such part(s) and/or material(s) are not received by AMBRA within fifteen (15) days of AMBRA’s issuance of the authorization to Buyer, there will be deemed to be no valid breach of the Equipment Warranty or Spare Parts Warranty.
Scrap: In the event AMBRA feels that the item does not warrant a return to AMBRA, AMBRA will inform Buyer that it should scrap the item and Buyer will be required to send AMBRA written documentation which indicates that the item has been scrapped.
AMBRA does not provide any warranty for Consumable or Wear Parts (as defined below) and; therefore, such parts are excluded from both the Equipment Warranty and Spare Parts Warranty.
Neither the Equipment Warranty Period nor the Spare Parts Warranty Period will be extended beyond the original Equipment Warranty Period or Spare Parts Warranty Period, as applicable, regardless of whether any warranty services on the Equipment or Spare Part are performed or whether any parts and/or materials are repaired or replaced.
Any replaced part(s) and/or material(s) may be either new or like‐new, provided that it has functionality at least equal to that of the product being replaced.
Notice of any alleged breach of the (a) Equipment Warranty during the Equipment Warranty Period, or (b) Spare Parts Warranty during the Spare Parts Warranty Period, must be provided, in writing, to AMBRA or one of its Authorized Representative(s) within fifteen (15) calendar days of discovery. In the event there is an “Authorized Representative” of AMBRA who may provide warranty services for Buyer’s Equipment or Spare Part, AMBRA will provide Buyer with a written notice which indicates such representative. Notwithstanding the foregoing, neither the Spare Parts Warranty nor the Equipment Warranty include AMBRA labor costs for the diagnosis and/or removal and reinstallation of the applicable Equipment and/or Spare Part.
Buyer will be responsible for paying AMBRA (or its Authorized Representative if AMBRA should direct) for all labor hours and travel time AMBRA expends related to the non-warranty work (including, but not limited to, hours expended for diagnosis) for the Equipment or Spare Part (as applicable). The amount invoiced to Buyer by AMBRA (or its Authorized Representative) will be determined based on AMBRA’s (or its Authorized Representative’s) then existing hourly labor rates. Buyer shall pay any invoice received from AMBRA (or its Authorized Representative) within thirty (30) days of Buyer’s receipt of the invoice which shall be deemed to occur 3 days after the invoice is transmitted to Buyer. All warranty work will be performed during AMBRA’s (or its Authorized Representative’s (if applicable)) standard business hours.
In the event AMBRA (or its Authorized Representative) incurs any travel expenses related to the warranty work, Buyer shall be responsible for reimbursing AMBRA (or its Authorized Representative) for all expenses incurred. Buyer shall pay any invoice received from AMBRA (or its Authorized Representative) within thirty (30) days of Buyer’s receipt of the invoice which shall be deemed to occur 3 days after the invoice is transmitted to Buyer.
2) EXCLUSIONS
- Where the Equipment is designed by the Buyer, AMBRA shall have no responsibility, of any kind, for the failure of the Equipment to meet the performance or operational requirements of Buyer. Additionally, AMBRA shall have no responsibility, of any kind, in the event the Equipment or Spare Part is used or integrated into a project or work for which it was not specifically identified by AMBRA, in writing, as appropriate to use in such project or work, and the applicable Equipment Warranty or Spare Parts Warranty shall be considered null and void.
The Equipment Warranty or Spare Parts Warranty, as applicable, shall be considered immediately null and void if:
The Equipment is not commissioned within 90 days from the date of shipment ready notification;
Equipment has been altered and/or modified without AMBRA written consent to extend Warranty to such modified Equipment;
The Equipment or Spare Part is used for a purpose for which it was not designed by AMBRA;
The Equipment or Spare Part is used in any manner contrary to the operation manual as published on the AMBRA website;
The Equipment or Spare Part is used under conditions outside of the published specification and for which it was not designed;
The Equipment commissioning, alteration, repair or service is done by personnel other than properly qualified to do such;
Equipment is used in an environment that do not comply with the published specification;
Equipment or part has been sold by the buyer to another entity;
The Equipment or Spare Part is not maintained in accordance with the recommended maintenance rules as as published documentation ;
The Equipment is not installed as recommended by AMBRA.
The Equipment or Spare Part has had a serial number or any part thereof altered, defaced or removed; or
The Original Equipment Manufacturer (OEM) parts are not used;
(collectively, the “Exclusions”)
In the event AMBRA determines, in its sole discretion, that any claimed breach of the Equipment Warranty during the Equipment Warranty Period or Spare Parts Warranty during the Spare Parts Warranty Period is, in fact, not covered by the applicable warranty, including, without limitation, based on any of the above Exclusions or any of the below Excluded Actions, Buyer shall promptly pay AMBRA its then customary charges for any repair, inspection or replacement made by AMBRA and shall reimburse AMBRA for all other costs incurred by it related to such warranty claim, or in the event AMBRA refunded Buyer the purchase price, Buyer shall promptly return such refund to AMBRA.
For the avoidance of any doubt, in the event AMBRA make any changes to, updates to, or improvements to any Equipment or Spare Part after the sale of the Equipment or Spare Part (as applicable) to Buyer, AMBRA shall have no obligation to make the update or improvement to Buyer’s Equipment or Spare Part (as applicable).
Neither the Equipment Warranty nor the Spare Parts Warranty apply to:
Wear Part. “Wear Part” means any of the following: SIM cards, Connector bezels, fastening seating, Ground post, O-Rings, Flange gaskets, Bolt, Screws, nuts, Wires fasteners, …;
Parts coming in contact with corrosive chemicals or lightning;
Damage from acts of God, vandalism, fire, accidents and/or vehicle collisions;
Damage from the negligent operation of the Equipment or Spare Part;
Damage caused by incorrect integration of the Equipment or Spare Part;
Damage caused by unauthorized personnel performing commissionning, running, alteration, and/or maintenance operations;
Damage from operating the Equipment in a fault or alarm condition without written approval from AMBRA;
Parts with short shelf life;
Damage resulting from Buyer’s non‐compliance with applicable codes and safety rules.
Damage resulting from site construction (including, but not limited to, changes made to the Equipment or Spare Part based on the requirements of the Authorities Having Jurisdiction (AHJs));
(collectively, the “Excluded Actions”).
3) LIMITATION OF LIABILITY
THE WARRANTIES SET FORTH IN THIS DOCUMENT ARE BUYER’S SOLE AND EXCLUSIVE WARRANTIES. AMBRA MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE. THE REMEDIES SET FORTH HEREIN ARE EXCLUSIVE. UNDER NO CIRCUMSTANCES, AND IN NO EVENT, WILL AMBRA, INCLUDING ANY OF ITS DIRECT AND INDIRECT SUBSIDIARIES AND AFFILIATES, BE LIABLE TO BUYER OR ANY OTHER PERSON OR ENTITY FOR PERSONAL INJURY OR PROPERTY DAMAGE OR ANY OTHER LOSS, DAMAGE, COST OF REPAIRS OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, DIRECT, INDIRECT, EXEMPLARY, COMPENSATORY OR LIQUIDATED DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, COSTS, LOST REVENUES OR LOST PROFITS, WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE, TORT LIABILITY, OR ANY OTHER CAUSE OF ACTION ARISING IN CONNECTION WITH THE DELIVERY, DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE, FAILURE, REPAIR OR REPLACEMENT OF ANY EQUIPMENT OR SPARE PART SOLD BY AMBRA OR FOR ANY OTHER CAUSE WHATSOEVER. BY ACCEPTING DELIVERY OF THE EQUIPMENT OR SPARE PART SOLD TO BUYER, BUYER HEREBY (1) ACCEPTS THIS LIMITATION OF REMEDIES AS REASONABLE AND ENFORCEABLE AND (2) EXPRESSLY ACKNOWLEDGES AND AGREES THAT AMBRA’S (INCLUDING ITS DIRECT AND INDIRECT SUBSIDIARIES AND AFFILIATES) AGGREGATE LIABILITY, IF ANY, SHALL BE LIMITED TO, AT AMBRA’S OPTION, THE COST OF REPAIR OR REPLACEMENT OF THE APPLICABLE PART(S) OR MATERIAL(S), OR, IN LIEU OF SUCH REPAIR OR REPLACEMENT, AT AMBRA’S OPTION, A REFUND OF THE NET SALES PRICE OF THE APPLICABLE EQUIPMENT OR SPARE PART. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL EQUIPMENT AND/OR SPARE PART AND / OR SERVICES PROVIDED BY AMBRA ARE PROVIDED “AS IS,” “WHERE IS” AND “WITH ALL FAULTS.” NO OTHER PERSON IS AUTHORIZED TO GIVE ANY OTHER WARRANTY OR TO ASSUME ANY OTHER LIABILITY ON THE BEHALF OF AMBRA.
*This document and the warranty described herein apply to product, software and goods designed, manufactured, and/or integrated into a solution provided by AMBRA. For all resailing product, refer to the proper policy.
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