TERMS & CONDITIONS

VENDOR PASS-THROUGH WARRANTY AND LIMITATION OF LIABILITY TO END-USER
Product Warranty. Synexis warrants to the end-user that the Products (with the exception of Consumables) shall be delivered free from defects in material and workmanship; provided, that the Products are installed, maintained, and operated in accordance with Synexis’ specifications, including, without limitation, that the Products shall be serviced and maintained in accordance with all service requirements as outlined in the Product Manuals. Synexis warrants to the end-user that Consumables (sails, MERV filters, and carbon filters, bulbs, collectively “Consumables”) shall conform to their specifications. The warranty for Products (with the exception of Consumables) shall expire one (1) year following end-user’s date of sale or as otherwise agreed upon by Synexis in writing. The warranty for Consumables shall expire upon the end of their applicable usable life after installation as per the sales confirmation, but in no event later than one (1) year after purchase.

Normal Use. Synexis warrants that under normal use and service, all Product will remain in satisfactory operating condition for the Warranty Period; provided that the Product is continuously maintained in accordance with all applicable service requirements and the Product Manuals from the date of delivery. Synexis shall not be liable for a breach of any warranty if: (i) end-user makes any further use of such Product after giving written notice of a defect; (ii) the defect arises because end-user failed to follow Synexis’ written instructions as to the storage, installation, commissioning, environmental conditions, use or maintenance of the Product; or (iii) end-user or any third party alters or repairs such Product without the prior written consent of Synexis.

Claims. Synexis’ sole obligation under this warranty will be to repair any item of Product that is repairable or, at its option, refurbish, overhaul, rebuild, or replace any item of Product that has been promptly reported as defective in material or workmanship by end-user to Synexis within the Warranty Period and which has been determined by Synexis to have been defective.

DISCLAIMER. THE ABOVE WARRANTIES ARE THE ONLY WARRANTIES MADE BY SYNEXIS WITH RESPECT TO THE PRODUCT. SYNEXIS MAKES, AND THE END-USER RECEIVES, NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL SUCH WARRANTIES ARE EXPRESSLY DISCLAIMED INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY, (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR (C) WARRANTY AGAINST INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, OR OTHER PROPRIETARY RIGHTS OF A THIRD PARTY, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE. SYNEXIS WILL HAVE NO LIABILITY WITH RESPECT TO THE PRODUCT OR THE SALE OR SERVICE THEREOF FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS OR FOR ANY OTHER SIMILAR DAMAGES EVEN IF SYNEXIS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LIMITATIONS OF LIABILITY. SYNEXIS SHALL NOT BE LIABLE TO THE END-USER FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) FOR ANY MATTER RELATING TO THE PRODUCTS. THE LIMITATIONS IN THIS SECTION SHALL APPLY WHETHER LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE, AND EVEN IF THE OTHER PARTY WAS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SYNEXIS SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND WHATSOEVER WITH RESPECT TO ANY MODIFICATION MADE TO PRODUCT BY ANYONE OTHER THAN SYNEXIS, OR DAMAGE CAUSED BY PRODUCT ARISING FROM NEGLIGENCE, ACCIDENT OR IMPROPER USE OR STORAGE. SYNEXIS’ LIABILITY TO THE END-USER HEREUNDER SHALL BE LIMITED TO THE AGGREGATE AMOUNT PAID BY THE END-USER FOR THE PRODUCTS