(a)Purchaser shall examine all product for any damage, defect, or shortage within five (5) days of receipt of the product. All claims for any cause whatsoever (whether based in contract, negligence, strict liability, or otherwise) shall be deemed waived unless made in writing and received by Seller within ten (10) days of Purchaser’s receipt of the Goods giving rise to such claim. Provided, however, that as to any claims that cannot be reasonably discovered within such ten (10) day period, Purchaser shall have thirty (30) days from the date of Purchaser’s receipt of the product giving rise to the claim to make such claim in writing to Seller, or ten (10) days from the date Purchaser learns of the facts giving rise to such claim, whichever occurs first. Failure by Purchaser to provide Seller with written notice of any claim within the applicable time period shall be deemed an absolute and unconditional waiver by Purchaser of such claim irrespective of whether the facts giving rise to such claim shall have then been discovered or of whether processing, further manufacture, other use or resale of the product shall have then taken place. In no event shall Seller be liable for transportation charges for the return of the product unless authorized in advance by Seller.
(b)Seller shall not be liable to Purchaser for, and Purchaser assumes all liability for, and agrees to indemnify and hold Seller harmless against all losses, claims, suits, damages, liabilities, costs and expenses (including attorney’s fees and expenses) resulting from or arising out of Purchaser’s distribution, possession, future manufacture, use or resale of the product, whether such product are used alone or in combination with other goods, except to the extent such losses, claims, suits, damages, liabilities, costs and expenses are a direct result of Seller’s negligence or willful misconduct. SELLER’S TOTAL LIABILITY TO BUYER ARISING OUT OF ANY CAUSE WHATSOEVER (WHETHER SUCH CAUSE BE BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE) SHALL IN NO EVENT EXCEED THE PURCHASE PRICE OF THE product GIVING RISE TO SUCH CAUSE OR, AT SELLER’S OPTION, THE REPAIR OR REPLACEMENT OF SUCH PRODUCT. IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM ANY CAUSE WHATSOEVER.
(c) In no event shall Seller be liable to Purchaser for any technical or other advice provided to Purchaser with respect to processing, further manufacture, use or resale of the product, whether or not provided by Seller at Purchaser’s request.