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`Case 5:20-cv-05676—EJD Document 14-7 Filed 09/04/20 Page 1 of 16
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`EXHIBIT F
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`EXHIBIT F
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`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 2 of 16
`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 2 of 16
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`Sale and Relationship Agreement
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`This Sale and Relationship Agreement (“this Agreement”) made this 11th day of
`December 1998, is by and between Applied Komatsu Technology America Inc., a
`California corporation having offices at 3101 Scott Boulevard, Santa Clara, California
`95054 (“AKTA”), representing. as appropriate, Applied Komatsu Technology, Inc.
`(“AKT”), and Symmorphix inc, 3 Delaware corporation having offices at 1111 West El
`Camino Real, No. 109-233, Sunnyvale, California 94087 ("Symmorphix").
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`1. AKTA shall sell and Symmorphix shall buy the following two (2) systems
`(“Equipment”) at the prices stated below:
`. AKTA PVD 1600 SIN Alpha 2, asset tag # 0201153, 3-chamber system
`o AKTA PVD 3500 S/N Alpha 1. asset tag # C201155, 2-chamber system
`Total _
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`2. The purchase and sale of the Equipment shall be as described in AKTA‘s standard
`Terms and Conditions of Sale, shown in Exhibit A, attached hereto and made a part of
`this Agreement.
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`0.000000
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`. The payment schedule for the Capital Equipment will be as follows:
`_ cash ten (10) days from date of execution of this Agreement
`- cash thirty (30) days from first payment due date
`- cash thirty (30) days from second payment due date
`_ cash thirty((30) days from third payment due date
`- cash thirty (30) days from fourth payment due date
`Final balance of- payablein cash on or before May 31, 1999.
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`4. Title to the Equipment will remain with AKTA until one hundred percent of the
`purchase price has been received by AKTA.
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`If Symmorphix does not substantially comply with the required payments described
`5.
`in Section 3 of this Agreement, then Symmorphix shall lose its right to purchase the
`Equipment under this Agreement, and AKTA shall retain title and ownership to the
`Equipment and any moneys paid by Symmorphix hereunder. AKTA shall provide
`Symmorphix with at least ten (10) days prior written notice of AKTA’s intention to
`exercise its rights under this Section 5. Symmorphix will be allowed, during this ten (10)
`day notice period, to cure any failure and recover its rights and position hereunder.
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`6. AKTA shall provide Symmorphix with the following access to AKTA facilities, which
`shall extend through and including April 30, 1999. No modification or extension shall be
`effective unless by written agreement, signed by authorized representatives of AKTA
`and Symmorphix. AKTA will provide office space for designated Symmorphix
`personnel and such Applications Lab facilities as are required to operate the PVD 1600
`Serial # Alpha 2 system. The applicable office space, access routes, and use areas
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`

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`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 3 of 16
`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 3 of 16
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`shall be as shown in Exhibit B, attached hereto and made a part of this Agreement,
`subject to change by mutual written agreement. Symmorphix will at all times comply
`with AKTA's lab operation procedures, safety procedures and regulations, and standard
`practices when working in the AKTA Applications Lab. Access to analytical equipment
`for Symmorphix personnel shall be on a shared basis, with AKTA work receiving first
`priority.
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`7. Symmorphix shall pay AKTA— per month for five (5)
`months (December 1998 through April 1999) to offset expenses incurred for process
`gas supplies, utilities, facility maintenance, and janitorial services to support the
`operation of the 1600 PVD system. Additional expenses must be discussed with and
`approved by Symmorphix in advance.
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`8. Replacement parts, service labor, replacement targets and backing plates, etc. are
`specifically excluded from this Agreement. Any such items will be handled under
`separate purchase order/sales order transactions on a case-by—case basis. Incidental
`supplies which are not typically provided by AKTA to its customers shall be purchased
`by Symmorphix directly from other vendors (e.g. wipes, glass, etc).
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`9. The following AKTA employees, who were subject to AKTA’s October 29, 1998
`Reduction in Force (RIF), will be permitted restricted access to designated AKTA
`facilities and will be permitted to work on Symmorphix business without affecting their
`AKTA separation packages so long as they are not receiving employment
`compensation from Symmorphix priorto December 29,1998.
`. Bob Conner Ernest Demaray, David Orgill, Bill Lee, Ravi Mullapudi, Ron Johnson,
`Kai-An Wang
`. Additional persons as may be approved by AKTA, in writing on a case-by-case
`basis.
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`Symmorphix is not allowed, and shall not attempt, to bring any persons not named
`above in this Section 9 (including visitors, customers, contractors, job candidates, or
`other workers) into any AKTA premises without the prior written approval of AKTA.
`AKTA will provide a response within 24 hours of receipt of request from Symmorphix.
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`10. Symmorphix agrees, for valuable consideration contained within this Agreement,
`not to solicit for employment, to employ, or othenrvise to engage the services of any
`person who is an employee of AKTA on or after October 29, 1998, except any AKTA
`employee who is the subject of AKTA’s October 29, 1998 RIF.
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`11. Symmorphix shall send all formal communications to AKTA in care of David
`Sponseller. Day to day coordination of activities between AKTA and Symmorphix shall
`be between Bill Harshbarger of AKTA and Ernest Demaray of Symmorphix.
`Symmorphix understands and agrees that it is not empowered or authorized to direct
`the efforts of or othenIvise assign tasks to AKTA employees. All requests for AKTA
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`Sale and Relationship Agreement: AKTA/Symmorphix- - Page 2
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`

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`Case 5:20-cv-05676—EJD Document 14-7 Filed 09/04/20 Page 4 of 16
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`resources, except as clearly granted under this Agreement. must be conveyed to AKTA
`in care of Bill Harshbarger or his designated delegate.
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`12. Symmorphix shall obtain and maintain any and all required insurance coverage for
`its employees and agents. Any injuries sustained when working on Symmorphix
`business are the responsibility of Symmorphix and its insurers.
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`13. Symmorphix shall obtain and maintain all required Workers' Compensation and
`disability insurance policies with limits as required by law and acceptable to AKTA no
`later than January 4. 1999. Any requests by Symmorphix to operate the Equipment on
`AKTA premises prior to Symmorphix having obtained such insurance is strictly at
`AKTA's discretion and shall be handled on a case-by-case basis.
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`14. Symmorphix shall obtain and maintain, during any period that any Symmorphix
`employee or agent is within AKTA’s premises. comprehensive general liability
`insurance covering personal injury and property damage in amounts acceptable to
`AKTA.
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`15. Symmorphix must comply with all California Occupational Safety and Health
`Administration (Cal OSHA) requirements and all applicable local ordinances. including
`without limitation the Santa Clara Municipal Fire Code. Symmorphix must also
`establish appropriate worker safety and training programs. Symmorphix may voluntarily
`adopt existing AKTA safety programs but Symmorphix assumes full responsibility for-
`employee, equipment, and facility safety in its area of use.
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`16. Symmorphix shall obtain any apprOpriate business operating licenses as required
`by law or local ordinance and by insurers of Symmorphix and AKTA.
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`17. Symmorphix must make its own arrangements for all purchasing, shipping and
`receiving functions. Symmorphix may use an AKTA hand truck if needed for glass
`container handling. Symmorphix must use the designated access routes on the
`attached layout (see Exhibit B) for its shipping and receiving operations, and must
`maintain all personnel work areas, and access and egress routes clear of obstructions
`as required by local ordinances and authorities and AKTA standards.
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`18. Symmorphix must abide by all AKTA environmental policies, practices, and
`procedures governing operations such as solvent usage, wet cleans. hazardous waste
`disposal, effluent treatment. Symmorphix personnel may not bring onto AKTA’s site or
`handle or move hazardous materials including but not limited to gas bottles (including
`helium) and wet lab chemicals. Symmorphix personnel may, however, use AKTA-
`supplied IPA squeeze bottles for routine system maintenance.
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`19. All Symmorphix personnel must attend a site orientation training session to be
`conducted by AKTA on a mutually acceptable date. AKTA has an Emergency
`Response Team which will respond in the event of emergency involving Symmorphix
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`Sale and Relationship Agreement: AKTA/Symmorphix_ - Page 3
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`

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`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 5 of 16
`Case 5:20-cv-05676—EJD Document 14-7 Filed 09/04/20 Page 5 of 16
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`operations. However. Symmorphix hereby agrees to hold AKTA and Applied Materials.
`Inc. harmless in the event of any problems which might develop as a result of such
`response.
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`20. All costs associated with removal of the Equipment from AKTA premises
`(subsequent to completed purchase thereof by Symmorphix) shall be borne by
`Symmorphix. Unless otherwise agreed upon in writing, all Equipment purchased
`hereunder shall be transported from AKTA’s site no later than April 30, 1999.
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`21. The parties have agreed to certain provisions regarding future dealings, intellectual
`property, confidential information, and licenses, as described in Exhibit C. attached
`hereto and made a part of this Agreement.
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`In witness whereof the parties hereto have caused this Agreement to be executed by
`their duly authorized representatives on the date(s) shown below.
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`Symmorphix Inc.
`(“Symmorphix”)
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`Applied Komatsu Technology
`America, Inc. (“AKTA”)
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`,60% (WWW;
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`Bob Conner
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`President
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`.
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`Howard Neff
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`President
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`December 11, 1998
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`December 11, 1998
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`Acknowledged and Accepted:
`Applied Komatsu Technology, Inc.
`(“AKT”)
`
`Shareholders Committee
`
` Howard Neff
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`President
`
`December 1 1, 1998
`
`By
`Title
`
`Date
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`Sale and Relationship Agreement: AKTA/Symmorphix- - Page 4
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`Controlling
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`Payment
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`Security
`Interest
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`Def/very
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`and Delay
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`Force Majeure
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`Taxes and
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`Other Charges
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`Cancellations
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`Ior Convenience,
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`Shipment Holds,
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`and Liquidated
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`Damages
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`Therefor
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`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 6 of 16
`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 6 of 16
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`Exhibit A
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`Terms and Conditions of Sale
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`Terms And Conditions Of Sale
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`THE ACCEPTANCE OF PURCHASER'S ORDER IS EXPRESSLY MADE CONDITIONAL ON PURCHASER'S
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`ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND APPLIED KOMATSU TECHNOLOGY
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`INC.
`("A") AGREES TO FURNISH THE SYSTEMS, MATERIALS, AND SPARE PARTS ("PRODUCTS")
`AMERICA,
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`AND SERVICES COVERED THEREBY ONLY UPON THESE TERMS AND CONDITIONS. This document constitutes
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`the entire agreement of the parties With respect to the subset matter hereof. Any term or condition of Purchaser's
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`order inconSIstent with or in. addition to these Terms and
`onditions hereof shall not be binding on AKTA. Unless
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`Purchaser shall notify AKTA In writing to the contrary'within ten (10\ days of receipt hereof. acceptance of these Terms
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`and'COTIdItIOIIS shall be concluswely presumed.
`In the absence of such notification, the sale and delivery by AKTA of
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`the Items covered hereby shall be concluswely presumed to be subject to these Terms and Conditions. No waiver,
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`alteration, ormodification of any of theKrowsmns hereof shall be binding on AKTA unless made in writin
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`byfan authorized representative of AKT . All orders or contracts must be approved and acce ted by AKTA at its home
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`0 ice. These Terms and Conditions shall be applicable whether or not they are attache
`to or enclosed with the
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`products sold hereunder.
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`Payment for Products and services is due at or before shipment of Products or provision of services, unless AKTA
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`grants credit in writing.
`If credit isgranted, credit terms for service or spare parts shall require payment in Us. Dollars
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`(30) days from date of Inv0ice; and for Systems, payment in US. Dollars is due per the schedule set forth in
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`AK Ajs quotation or sales order. Unless AKTA's guotation or sales order provides to the contrary, final payment is due
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`net thirty $130) days from the date of inv0ice. AK A reserves the right to require an irrevocable letter of credit from a
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`bank whic
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`of oneand one~ha f percent (1.5%) per month from the due date, or the maximum amount permitted by Iaw,if less, and,
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`in addition, Purchaser shall pay all costs incurred b AKTA which relate to the credit extension.
`In the event of any
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`default in payment, Purchaser shallpay all costs 0 collection.
`If delivery is delayed or this contract is canceled by
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`Purchaser In accordance With Section 7 hereof, payments already made shall be retained by AKTA and AKTA to
`payments required pursuant to Section 7.
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`AKTA retains a security interest in Products delivered hereunder and in proceeds from the sale, exchange, collection,
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`or disposdion thereof, until’Purchaser has made payment in full for such Products. Purchaser shall, u on request b
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`AKTA. provide all information and signatures required by AKTA to perfect such security interest. AK A reserves aI
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`rights granted to a secured creditor under the California Uniform Commercial Code, including the right to repossess
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`upon default by Purchaser. To Simplify such repossesswn, AKTA may require the Purchaser to assemble the collateral
`and make it available to AKTA at a place reasonably convenient to both parties and designated by AKTA.
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`Terms of sale are Free On Board (FOB) at AKTA's plant or shipping point designated by AKTA. Title to Products shall
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`{Jassto Purchaser on AKTA's tender of the Products to Purchaser or a carrier. All risk of loss or damage of Products in
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`ranSIt shall be borne by Purchaser. Shipment of Products to Purchaser's desired location, if arranged b AKTA, shall
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`be either freight collect or freight prepaid With charges invoiced to Purchaser, unless otherwise agreed. A TA reserves
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`the right to make partial deliveries, and all such partial deliveries shall be separately invoiced and paid for when due.
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`Delay in delivery of any installment shall not relieve Purchaser of its 0in ation to accept such later deliveries.
`In any
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`event, delivery times shall not be considered absolute and no breach shal be found if the Products herein specified are
`delivered within a reasonable time after the delivery date set forth.
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`AKTA shall not be liable for any loss or damage as a result of any failure to perform or any delay in delivery or
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`equipment start-up (if reciuired due to any cause beyond AKTA's control, including but not limited to, acts of God, acts
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`of Purchaser, fire, theft, accr ent, flood, war, sabotage, slowdown, strikes, or other labor difficulties, riot, embargo.
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`overnment act, regulation, rule. ordinance or request, or inability to obtain necessary labor, materials, manufacturing
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`acilities, or transportation.
`In the event of any such contingency, the date of performance or delivery shall be extended
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`by a period equal to the time lost b the delay.
`If, due to an such contingency, AKTA is unable to supply the total
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`demands for any Product specifie
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`ave the right to allocate its available supply among
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`customers and its departments and divisions. AKTA shall not make or ganici ate in any shipment which does not
`conform to the requirements of the US. Export Administration Act or any of er re event export-import law or regulation.
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`Any manufacturer‘s tax, sales tax, use tax, excise tax, custom, inspection or testing fee, or any other tax, fee, or charge
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`of any nature whatsoever imposed currently or in the future by any federal, state, or other governmental authority, upon
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`or with respect to the sale, purchase, delivery, shipment, storage, processin , use, or consumption of any of the
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`Products covered hereby, including taxes, fees, or charges upon or measure
`by the receipts from the sale thereof
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`shall be borne by Purchaser in addition to the prices uoted or invoiced.
`In the event AKTA is required to pay any such
`tax, fee, or charge, Purchaser shall reimburse AKTA t erefor.
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`Purchaser may request a delay in delivery for a maximum of ten (10) working days from the contract scheduled delivery
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`at no charge, and AKTA shall proceed With completion of the work. Purchaser's payments shall in such event be due
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`and payable in accordance With the contract scheduled delive .
`In the event Purchaser is unable to receive any
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`Product at the time AKTA isprepared to .make delivery, AKT may, upon notice to Purchaser, giving Purchaser
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`reasonable op ortunity to deSI 'riate a location for storage, deliver such Product and ship it to storage at any suitable
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`location inclu ing AK 's faCIities.
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`including but not limited to pre aration for the
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`placement into storage,
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`insurance, and any taxes shall be borne b Purchaser. AK A will take all
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`reasonable steps to minimize such ex enses. When Purchaser is ready to receive t e Product, AKTA shall arrange, at
`Purchaser's expense, removal of the
`roduct from storage and shipment of the Product to Purchaser.
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`Purchaser has the right to cancel this contract for convenience upon prior written notice. A request by Purchaser for
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`delay in delivery beyond ten (10) working days from the contract delive
`date shall be deemed to be a cancellation of
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`the contract.
`Inasmuch as contract cancellation would cause substantia damage to AKTA in an amount that would be
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`difficult to ascertain, Purchaser shall pay liquidated damages for cancellation in accordance with the table set forth
`below.
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`Exhibit A to Sale and Relationship Agreement
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`Limitation of
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`Liability
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`Licenses
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`10.
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`Patent and
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`Trademark
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`Indemnity
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`11.
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`Start-up
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`of Systems
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`12.
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`Exam/nation
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`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 7 of 16
`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 7 of 16
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`canceled orders shall be SbeJECL t0
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`cancellation charges as a unction of the
`number of weeks AKTA receives notice
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`before the stipulated delivery date, as follows:
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`12 AND MORE WEEKS
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`PERCENT OF FACE VALUE OF
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`p 0 __
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`‘ 0'
`18805:
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`70%
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`NOTICE RECEIVED PRIOR TO STIPULATED
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`SHIPPING DATE—_
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`FEWER “‘9'? fl WEEEE
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`4 - 6 WEEKS
`8 ~ 8 WEEKS
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`8 ~ 10 WEEKS
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`10 - 12 WEEKS
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`AKTA'S LIABILITY ON ANY CLAIM OF ANY KIND. WHETHER BASED IN CONTRACT,
`IN TORT (INCLUDING
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`NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE FOR ANY EXPENSE,
`INJURY, LOSS. OR DAMAGE
`ARISING OUT OF OR IN CONNECTION WITH THE PROVISION OF ANY SERVICE OR THE DESIGN.
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`MANUFACTURE, SALE. DELIVERY, INSPECTION, REPAIR, MAINTENANCE,
`INSTALLATION, OR USE OF ANY
`PRODUCT FURNISHED UNDER THIS CONTRACT SHALL IN NO CASE EXCEED THE PURCHASE PRICE OF THE
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`PRODUCT OR SERVICE WHICH GIVES RISE TO THE CLAIM.
`IN NO EVENT SHALL AKTA BE LIABLE FOR ANY
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`SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR CONTINGENT DAMAGES, WHETHER OR NOT AKTA
`HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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`AKTA grants to Purchaser a non—assignable, non-transferable, non-exclusive, royalt
`free license to use, with any
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`Product purchased from or supplied by AKTA, patented methods and processes 0 AKTA which are appropriately
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`utilizable in such Product. This Incense does not extend to the use of any of AKTA's patented methods or
`rocesses in
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`products not purchased from or supplied by AKTA or in Products which have been su stantially altered by urohaser or
`any third party, and any and all such use of AKTA‘s patented processes is expressly not authorized.
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`Except as set forth in the preceding paragraph, the sale. lease, or other transfer of AKTA Products to Purchaser does
`not conve any license or right, by Implication, estoppel. or otherwise, to any method or process invention of any
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`patent. A TA grants to Purchaser a non-assignable, non-transferable, non-exclusive, royalty free ri hi to use, in object
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`code form, any software and related documentation furnished under these Terms and Conditions. T is grant shall be
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`limited to use With the Products for which the software was obtained. Purchaser may make a sin le archive copy of
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`this software, prowded that any copy must contain the same copyright notice and pro rietary mar ings as the original
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`software. Use of software on any equipment other than that for which it was obtaine or any other material breach
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`shall automatically terminate this license. Terms of any agreement packaged with the software shall prevail over these
`Terms and Conditions.
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`AKTA accepts no liability for, and Purchaser shall hold AKTA harmless against any ex ense or loss from infrin ement
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`of patents, trademarks, or other intellectual property rights or others arising from AKT 's compliance with Purc aser’s
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`design.
`formulae, processes, specifications, or instructions, or with Purchaser‘s requirements that a design be
`produced to perform a speCific process.
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`Except as otherwise provided in the preceding para raph, AKTA,
`if notified promptly in writing and given authority,
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`information, and assistance for defense of same, shal defend any suit or proceeding brought against Purchaser, so far
`as based on a claim that any AKTA Product furnished under these Terms and Conditions constitutes an infringement of
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`any US. apparatus patent of any third
`arty which has been issued as of the date of sale of the AKTA Product to
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`Purchaser
`ereunder. The liability of A TA stated herein does not extend to non-United States patents, nor to any
`method or process claim of any patent.
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`In case any such Product is in such suit held to constitute infringement of any US. apparatus patent and all use of said
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`Product by Purchaser is enjorned, AKTA shall, at its own expense and option, either procure for the Purchaser the right
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`to continue using said Product, replace same with a non-infringing product, modify it so it becomes a non—infringing
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`Product, or remove said Product and refund the purchase price to Purchaser, together with transportation and
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`installation costs thereof.
`In no event shall AKTA's total liability to Purchaser under or as a result of compliance with
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`the provisions of this paragraph exceed the aggregate sum pai
`by Purchaser for the allegedly infringing Product. The
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`foregoing states the entire liability of AKTA for patent infringement by said Products, or by any part thereof, either alone
`or in combination with other devices or elements.
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`THE FOREGOING PROVISION IS STATED IN LIEU OF ANY OTHER EXPRESSED,
`IMPLIED, OR STATUTORY
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`WARRANTY AGAINST INFRINGEMENT AND SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR PATENT
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`INFRINGEMENT OF ANY KIND.
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`Purchaser will
`rovide all support staff and equipment necessary for start-up of Systems supplied hereunder or shall
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`arrange with A TA in advance of shipment for the attendance of an AKTA Field Service Engineer. Purchaser shall
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`effect start-up within thirty (30) days of receipt of a System. Costs resulting from any delays in the start-up due to lack
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`of preparedness by Purchaser Will be billed at standard rates provided
`y AKTAs Field Service Policy Statement.
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`Supervision of start-up and instruction of the Purchaser's personnel will be conducted at time of start—up unless prior
`arrangements have been made with AKTA.
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`Purchaser shall examine all Products promptly upon receipt therefor. Within ten (10) da 5 of such receipt, Purchaser
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`shall notify AKTA in writing of anycomplaint which Purchaser may have concerning the
`roducts delivered hereunder,
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`including ut not limited to'any claimed shortages, defects. quality problems, or delivery errors.
`If Purchaser intends to
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`reject the Products delivered hereunder, it must specify the grounds therefor.
`If no notice is received from Purchaser
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`within ten (10) days of receipt, the Products delivered hereunder shall be deemed unqualifiedly accepted as of the date
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`of delivery and Purchaser will be conclusively presumed to have waived all such claims and complaints, except as
`permitted by AKTA's express warranty.
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`Exhibit A to Sale and Relationship Agreement
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`

`

`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 8 of 16
`Case 5:20-cv-05676-EJD Document 14-7 Filed 09/04/20 Page 8 of 16
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`‘3.
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`Warranty
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`and
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`Returns
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`14. Indemnlfication
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`15.
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`Drawings
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`and Designs
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`16.
`Assignment
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`17. Callfornia Law
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`and Disputes
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`AKTA warrants to Purchaser that all new Products provided by AKTA hereunder shall conform to the published
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`specifications and shall be free from defects in material and workmanship when used under normal operating
`conditions, and that all servrce provrded by AKTA shall be performed in a workmanlike manner.
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`The foregoing warranty shall apply to such period of time and under such conditions as are specified in AKTA's
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`standard warranty for each Product.
`If not otherwise specified. the warranty for Systems shall apply for one ear from
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`the date of start-up and AKTA's sign—off of the System, provided the same is not unreasonably e ayed by KTA.
`In
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`any event, however, the warranty period and AKTA's responsibilities set forth herein shall terminate fourteen (14)
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`months after the date of delivery of the System by AKTA to Purchaser (if located within the continental United States),
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`and fifteen (15) months after the date of delivery of the equipment by AKTA to Purchaser (if located outside the
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`continental United States). The warranty provided hereunder shall not include parts or materials which AKTA considers
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`as consumables under normal operating conditions. During this warranty period, AKTA shall a) with the exception of
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`cleaning. perform all monthly preventative maintenance checks prescribed in the relevant AKTA's equipment manual
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`on a mutually agreeable schedule. 1)) review Purchaser's daily and weekly maintenance logs, and c) provide informal
`on~system maintenance training.
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`The foregoin warranty for spare parts shall apply for a period ,of ninety (90) days from the date of delivery of the spare
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`parts by AK A. The warranty granted hereby shall not include spare parts which AKTA considers as consumables
`under normal operating conditions.
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`The foregoing warranty for service shall apply for a period of ninety (90) days from performance of the service.
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`THE FOREGOING WARRANTIES ARE EXCLUSIVE OF ALL OTHER WARRANTIES WHETHER WRITTEN. ORAL,
`OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
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`If an; Product delivered hereunder does not meet the above warranty, Purchaser shall promptly notify AKTA and make
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`roduct ayailable for correction. AKTA shall, during its norma business hours. correct any defect at its option
`the
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`either by repairln
`or replacing any defective part or, if other remedies fail, by replacing the Product.
`If a spare part
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`delivered hereun er does not meet the above warranty, Purchaser shall
`romptly advise AKTA and, upon obtaining an
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`AKTA Return Material Authorization. ship the defective spare part to AK A.
`If the service provided hereunder does not
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`meet the above warranty, Purchaser shall promptly notify AKTA. and make the affected Product available for
`correction. AKTA shall, during its normal business hours, correct any defect by repertorming the service.
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`All returned Products must be accompanied by an AKTA Return Material Authorization signed by an authorized
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`representative of AKTA. AKTA is under no obligation to acce t, inspect, replace. or repair unauthorized shi me