OUT OF WARRANTY REPAIR SERVICE AND CALIBRATION SERVICE TERMS - RENISHAW, INC.

Effective from: 01 August 2017

1. The Repair Contract

1.1. These Terms govern all Contracts between Renishaw, Inc. (“Renishaw”) and the customer (“Customer”) in respect of products purchased from or manufactured by Renishaw that are submitted by Customer to Renishaw (a) for repair or (b) for calibration services (“Product”).
1.2. After receiving the relevant Product, Renishaw shall undertake an initial inspection of the Product and issue documentation to Customer, detailing the estimated repair/replacement or calibration charge (“Estimate”) for the Product and the anticipated shipment date of the repaired, replacement or calibrated Product.
1.3. Quotations and repair acknowledgements issued by Renishaw are submitted on these Terms and are not offers capable of acceptance. Customer's orders are not binding on Renishaw. A contract shall only come into existence on the date Renishaw issues a written confirmation that it will undertake work on these Terms, or on the date Renishaw actually commences work under these Terms, whichever occurs first, and the “Contract” means Renishaw's written confirmation (where applicable), and any other terms and/or conditions and documents stated on that written confirmation, if any, and these Terms, which are the exclusive terms and conditions. These Terms supersede any conditions in Customer's order. Renishaw objects to and rejects all additional or different terms submitted by Customer or on Customer's website and Renishaw undertakes work on the condition that Customer agrees to these Terms. No other terms, conditions or representations shall apply unless specifically agreed by Renishaw in writing. No variation or waiver of these Terms shall be effective unless made in writing signed by an authorized representative of each party.

2. Repair or Replacement

2.1. Renishaw shall use commercially reasonable efforts to repair the Product to substantially the same functional standard as a new product of the same technical specification as the Product, but where this is not possible or the Product is beyond economical repair, Renishaw will so notify Customer and quote for the costs for its replacement. Renishaw may return the Product to Customer at Customer's expense or dispose of it and recover its disposal costs from Customer.
2.2. At Renishaw's option, a replacement may be a new unit of the Product at list price (“Replacement”), or a repair by exchange (“RBE”), being the supply of a unit that meets the same functional standard as a new unit of the Product at the RBE charge (which is less than the list price for a new unit).
2.3. If Renishaw agrees to provide an RBE to Customer before the Customer delivers the Product to Renishaw, the Customer shall pay an advance RBE charge. If Customer does not deliver the Product to Renishaw within 14 days of the date that Customer receives the RBE, Customer shall pay Renishaw's then current list price for the Product instead of the advance RBE charge.

3. Charges and Payment

3.1. Any Estimate provided is not binding on Renishaw and Renishaw may charge Customer for any additional work required beyond that anticipated on initial inspection of the Product. Where an Estimate is not provided, Renishaw shall charge its current chargeable rates for any work undertaken, and for any costs and expenses reasonably incurred.
3.2. All Estimates and/or any other fees chargeable under these Terms are exclusive of any applicable taxes, which shall be payable in addition.
3.3. If Renishaw does not identify a nonconformity in a Product submitted for repair, or does identify a nonconformity and Customer does not wish to continue with a repair or a replacement, Renishaw may charge Customer at its then current chargeable rates, and for any costs and expenses reasonably incurred.
3.4. Renishaw will arrange standard delivery of the repaired Product, Replacement, RBE or calibrated Product to the address requested by Customer. Renishaw may arrange standard delivery of Products to Customer's address if Customer does not respond to an Estimate or, (and without prejudice to paragraph 3.6) does not pay any sums due to Renishaw in respect of any Product submitted for repair or calibration, in each case within 3 months of the date of the Estimate or applicable due date. Renishaw may charge Customer for the costs of delivery.
3.5. Subject to approval of Renishaw's credit department and unless otherwise agreed in writing, Customer shall pay Renishaw's invoices in U.S. dollars in full (in cleared funds) not later than 30 days from the date of the invoice.
3.6. Renishaw may charge interest on overdue sums at the highest rate permissible under applicable law, accruing on a daily basis until payment is received, after as well as before any judgment for such sums.

4. Shipment Dates, Title, Risk of Loss and Disposal of Product

4.1. Any shipment dates provided by Renishaw are estimates only and the time of shipment is not of the essence of the Contract. Renishaw is not liable to compensate Customer in damages or otherwise for any direct or indirect loss arising if any estimated shipment date is not met.
4.2. Title in a Replacement or RBE shall pass to Customer upon delivery. Title in the Product shall pass to Renishaw upon delivery.
4.3. Risk of loss of or damage to the Product shall remain with Customer unless or until title in it passes to Renishaw as set out in paragraph 4.2 above, and risk of loss of or damage to a Replacement or RBE shall pass to Customer upon Renishaw's delivery to the carrier.
4.4. If the applicable legislation on waste electrical and electronic equipment in the country to which Renishaw ships the Replacement or RBE permits Renishaw to delegate such responsibility for disposal or to recover the costs of such disposal, Customer shall be responsible for the disposal of the Replacement or RBE, or Renishaw's costs of such disposal.
4.5. To the extent permitted by law, Renishaw shall have a lien on the Product until Customer has paid all charges, costs and expenses in full.
4.6. Security Interest: Customer grants to Renishaw a purchase money security interest in any Replacement or RBE and all proceeds and products thereof, including the proceeds of any insurance related thereto. This security interest shall secure the payment of all charges, costs and expenses for the Replacement or RBE and Customer agrees to execute, on request, and hereby authorizes Seller to file, financing statements deemed necessary or desirable to perfect this security interest.

5. Exclusive Limited Warranty on Repair/Replacement

5.1. Renishaw warrants that repaired Products shall conform substantially to the same functional standard as a new product of the same technical specification as the repaired Product and that a Replacement will conform to the published specifications for such Replacement. Subject to paragraphs 5.2 and 5.3, Renishaw will make good, by repair or, at its option, by the supply of a replacement, nonconformities which arise under proper use, and appear in the following period after the date of Renishaw's invoice for the repair, Replacement or RBE: (a) a repaired Product, 3 months, (b) an RBE, 6 months, or (c) a Replacement, either 12 months or such time as stated in any different warranty period for the Replacement or components of the Replacement that is specified in Renishaw's repair acknowledgement, written confirmation or documentation accompanying the Replacement, or otherwise agreed in writing with the Customer. The warranty in this paragraph excludes any consumable items. The repair or replacement provided under the warranty in this paragraph shall not benefit from a new period of warranty and therefore the applicable warranty period stated above shall remain unaltered from the date of Renishaw's invoice for the repair, Replacement or RBE. In Renishaw's sole discretion, in lieu of repair or replacement, Renishaw may opt to return Customer's price paid for the repair, Replacement or RBE.
5.2. Renishaw is not liable to Customer for any such warranty nonconformity unless Customer immediately gives Renishaw written notice of the alleged nonconformity with full particulars of the operating conditions under which it became apparent and returns the repaired Product, Replacement or RBE shipping paid to Renishaw's facility.
5.3. Any items returned to Renishaw are at Customer's risk. Items repaired or replaced under the warranty in paragraph 5.1 will be dispatched shipping paid by Renishaw to the address requested by Customer.
5.4. If Renishaw does not identify a nonconformity, defect or malfunction in the repaired Product, Replacement or RBE, or does identify a nonconformity, defect or malfunction which is due to any reason set out in paragraph 5.5(i) to 5.5(viii), Renishaw may charge Customer at its then current chargeable rates, and for any costs and expenses reasonably incurred.
5.5. Renishaw is not liable, whether in contract, tort or otherwise, for any nonconformity, defect, damage to or reduced performance of any repaired Product, Replacement or RBE, or for any direct or indirect losses, and paragraph 5.1 shall cease to apply if, after delivery, the repaired Product, Replacement or RBE has been:
(i) used for any purpose which is not contemplated by Renishaw's datasheet or instructions for use;
(ii) installed, used or stored in a way that is not in strict accordance with Renishaw's datasheet, instructions for use, or otherwise brought to the attention of Customer, including where installation has been undertaken by persons not authorized by Renishaw;
(iii) used with materials, equipment or software which is not contemplated by Renishaw's instructions for use;
(iv) damaged, misused, neglected, not properly cleaned and stored after use or had any identification marks or numbers altered or removed;
(v) modified and altered in any way without Renishaw's prior written authorization;
(vi) damaged as a result of use or operation after any defect has become apparent;
(vii) damaged as a result of failure or fluctuation of electrical power or environmental systems; or
(viii) damaged as a result of fire, flood, theft, act of god, war, terrorism or similar event, and Renishaw may invoice Customer for any repairs required to the repaired Product, Replacement or RBE in such circumstances.
5.6. The decision of Renishaw on all matters governed by this paragraph 5 and in particular (but without limiting the foregoing) as to the nature and cause of any defect or malfunction, shall be conclusive, and binding on Customer.

6. Exclusion of Warranties, Exclusive Remedies and Limitation of Liability

6.1. THIS PARAGRAPH 6 SETS OUT RENISHAW'S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THE CONTRACT OR RELATING TO THE SUBJECT MATTER THEREOF.
6.2. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THESE TERMS, RENISHAW MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE REPAIRED PRODUCT, REPLACEMENT, OR RBE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF TITLE, OR WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. FURTHER, ALL WARRANTIES, CONDITIONS AND TERMS IMPLIED BY LAW ARE EXCLUDED TO THE FULLEST EXTENT POSSIBLE.
6.3. SUBJECT TO PARAGRAPH 6.2 ABOVE RENISHAW'S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, MISREPRESENTATION OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THE CONTRACT OR RELATING TO THE SUBJECT MATTER THEREOF IS LIMITED TO $75,000 OR THE TOTAL PRICE PAID BY CUSTOMER UNDER THE CONTRACT, WHICHEVER IS GREATER. Further, and subject to such total liability:
(i) Renishaw's liability for breach of warranty is limited to the obligations in paragraph 5;
(ii) Renishaw's liability for breach of obligations under paragraph 5 is limited to the charge for the repair, Replacement or RBE, as applicable;
(iii) The remedies expressly set forth herein are the sole and exclusive remedies for any alleged breach of contract or warranty or other claim whether sounding in contract or tort (including negligence) relating to any nonconformity, defect, damages to or reduced performance of any part of the repair, Product, Replacement or RBE;
(iv) IN NO EVENT SHALL RENISHAW BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR LOSS OF CONTRACTS, BUSINESS, OR GOODWILL, OR FOR ANY CLAIMS OF THIRD PARTIES, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT RENISHAW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; and
(v) Renishaw is not liable for any claim if (a) full details of the claim have not been given to Renishaw within 1 month of the matters giving rise to the claim becoming known to the Customer, and (b) legal proceedings in respect of the claim are not begun within 12 months of that date.
6.4. A repaired Product, Replacement or RBE will be supplied to the Customer with the factory default settings specified in Renishaw's instructions for use, and Renishaw is not liable whether in contract, tort or otherwise for any direct or indirect loss or damage arising out of Customer's failure to reset the repaired Product, Replacement or RBE to the Customer's setting requirements.

7. Export Control

7.1. If the Customer intends to export or re-export any item after receipt from Renishaw (including deemed exports), the Customer shall request and obtain all necessary licenses for the use and/or export of the item.
7.2. In complying with applicable export controls Renishaw and its suppliers may need to seek an export license, permit, make a rating enquiry to the applicable government(s), or provide other documentation required by the relevant authorities. Customer acknowledges that Renishaw's compliance with such export controls may delay a shipment and, without prejudice to paragraph 4.1, agrees that Renishaw is not liable for such delay.

8. Governing Law and Dispute Venue

The Contract and any dispute or claim arising from or in connection with it (whether contractual or non-contractual) shall be governed by and interpreted in accordance with Illinois law without regard to conflict or choice of law principles, and Customer irrevocably submits to the exclusive jurisdiction of the state and federal courts of Illinois, but Renishaw may enforce the Contract in any jurisdiction. Customer and Renishaw agree that this Contract is not subject to the United Nations Convention on Contracts for the International Sale of Goods (CISG 1980).

9. Entire Agreement

The Contract sets forth the complete, entire and final agreement and understanding between Customer and Renishaw relating to the subject matter hereof and merges all prior discussions, understandings, agreements, and documents between them. The Contract may only be amended or modified in writing stating specifically that it amends or modifies the Contract and is signed by Customer and Renishaw.

10. Assignment

Customer shall not assign the Contract without Renishaw's prior written consent.

11. Severability

If any term or provision of the Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term of the Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

15. Force Majeure

If Renishaw cannot deliver the whole or part of the repaired Product, Replacement or RBE because of any cause or circumstances beyond its control interfering with the production, supply, or transportation of such items, including but not limited to Renishaw's inability to obtain raw materials or supplies at a commercially reasonable price, the time of delivery shall be extended by a period equal to that during which the cause delaying delivery exists. If this paragraph applies, Renishaw shall deliver and Customer shall take and pay for such part of the repaired Product, Replacement or RBE as Renishaw shall be able to deliver in accordance with the Contract and Renishaw shall not be subject to any liability or damages for delay in performance or non-performance. Renishaw may, during any period of shortage due to any cause, prorate and allocate its supply.