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Limited Warranty

  1. SignEdge (a division of Executive Assistance Business Solutions Inc.) warrants to Buyer that, upon installation and for a period of 12-months thereafter (the “Warranty Period”), the goods and services sold and delivered (the “Work”) shall reasonably conform to the specifications set forth in the sales order in all material respects.
  2. Other than this Limited Warranty, SignEdge makes no warranty whatsoever with respect to the Work, including any:
    1. Warranty of merchantability;
    2. Warranty of fitness for a particular purpose;
    3. Warranty of title;
    4. 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.
  3. SignEdge shall not be liable for a breach of this Limited Warranty unless:
    1. Buyer gives written notice (the “Notice”) of any purported failure of the Work to conform to the specifications set forth in the sales order (the “Failure”), reasonably described, to SignEdge within 30 days of the time when Buyer discovers or ought to have discovered the Failure;
    2. If applicable, SignEdge is given a reasonable opportunity after receiving the Notice to examine such Failure; and
    3. SignEdge reasonably verifies Buyer’s claim that the Work does not conform to the specifications set forth in the sales order.
  4. SignEdge shall not be liable for a breach of this Limited Warranty if:
    1. Buyer makes any further use of such Work after giving such notice;
    2. The Failure arises because Buyer failed to follow SignEdge’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Work; or
    3. Buyer alters or repairs such Work without the prior written consent of SignEdge.
  5. Subject to the foregoing, with respect to any such Failure that has been verified by the SignEdge during the Warranty Period, SignEdge shall, in its sole discretion, either:
    1. Repair or replace such Work (or any part that fails to conform to the specifications set forth in the sales order);
    2. Credit or refund the price of such Work at the pro rata contract rate provided that, if SignEdge so requests, Buyer shall, at SignEdge’s expense, return such Work to SignEdge.
  6. The remedies set forth herein shall be Buyer’s sole and exclusive remedies and shall be SignEdge’s entire liability for any breach of this Limited Warranty.
  7. In addition to the foregoing, to the extent permitted under any applicable agreement or other arrangement under which SignEdge obtains, or provides to Buyer, any third party products (“Third Party Products”), SignEdge will use commercially reasonable efforts to pass on to or assign to Buyer such benefits of any third part warranties as are transferrable under such agreement or other arrangement.

Limitation of Liability

  1. In no event shall SignEdge be liable for any consequential, indirect, incidental, special, exemplary, or punitive damages, lost profits or revenues or diminution in value, arising out of or relating to any breach of this Agreement, whether or not the possibility of such damages has been disclosed in advance by the Buyer or could have been reasonably foreseen by the Buyer or the SignEdge, regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
  2. In no event shall SignEdge’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total of the amounts paid to SignEdge for the Work.