APERIA LIMITED HARDWARE WARRANTY FOR HALO® TIRE INFLATOR AND FOR
HARDWARE ELEMENTS OF THE HALO CONNECT™ TIRE MANAGEMENT SERVICE
1. Coverage. Aperia Technologies, Inc. (“Aperia”) provides this Limited Hardware Warranty solely to the original user (“Customer”), whether by purchase or lease from Aperia or its authorized distributor, of a particular unit of Halo tire inflator or of hardware elements (such as gateways and sensors) that are provided as part of the Halo Connect Tire Management Service (in each case, the “Hardware”). Aperia warrants that the Hardware will be free from material defects in material and workmanship, under normal use and conditions, (i) in the case of Hardware purchased from Aperia, for a period ending thirty-six (36) months (twenty-four (24) months for sensors provided as part of the Halo Connect Tire Management Service (“Halo Connect”)) from the date of original shipment by Aperia or its authorized distributor or (ii) in the case of Hardware leased from Aperia (including obtained from Aperia for a term as part of Halo Connect), during the term of such lease (in each case the “Warranty Period”), subject to the terms and exclusions set forth herein. The Hardware will include embedded software components thereof, if any.
2. RMA Procedure. With respect to any defect covered by this Limited Hardware Warranty, Customer promptly will notify Aperia in writing and return (with a Return Material Authorization (RMA) number issued by Aperia), at Customer’s expense (including for de-installation, appropriate packaging and freight), to Aperia the non-conforming Hardware using Aperia’s RMA process, the then current version of which may be found at www.aperiatech.com/RMA_process. Aperia will not be responsible for loss, damage or delay in transit. Aperia, at its option, will repair the Hardware or replace it with new or reconditioned hardware that is identical or substantially equivalent and ship same to Customer at Aperia’s expense if the Hardware is determined by Aperia to be non-conforming. Any repaired or replacement Hardware will be subject to this Limited Hardware Warranty only for the remainder of the Warranty Period applicable to the original Hardware. In lieu of repairing or replacing the Hardware, Aperia will have the right, at its sole option, to refund a prorated portion (based on the remaining term of the Warranty Period) of the purchase price paid to Aperia (in the case of purchased Hardware) or release Customer from further rental payment obligations (in the case of leased Hardware) with respect to the returned Hardware. Notwithstanding anything to the contrary herein, if Aperia determines that the returned Hardware is not defective, Aperia will not be liable for any expenses or costs associated with the Hardware. Repair, replacement, pro-rated refund or release from further rental payment obligations will be Customer’s exclusive remedy under this Limited Hardware Warranty.
3. Exclusions. This Limited Hardware Warranty covers only Customer and is not transferable. It applies only to the Hardware and not to any other product or service. Expressly excluded from this Limited Hardware Warranty (and any other warranty, express or implied, from Aperia) are serviceable items such as hoses and non-Halo and non-Halo Connect accessories. Sensors forming part of the Halo Connect Tire Management Service Hardware are powered by batteries. Failure to respond promptly to alerts by that Service will void this Limited Hardware Warranty as to such batteries since failure to take recommended actions will place an abnormal load on the battery that will reduce its useful life. Any claims not made within the Warranty Period are deemed waived by Customer. Customer is responsible for performance of ongoing Hardware inspection and maintenance. This Limited Hardware Warranty is void with respect to the Hardware if Aperia determines that the Hardware: (i) has been modified or repaired by anyone other than Aperia or been serviced using materials not authorized by Aperia; (ii) has not been stored, installed, used (including but not limited to configured), maintained, or otherwise treated in compliance with all instructions, manuals, and other documentation provided by Aperia or its designee; (iii) has been operated other than solely in normal use and conditions (such as having been subjected to abnormal environmental conditions); (iv) has been damaged in an accident involving the relevant truck or trailer; or (v) otherwise has been tampered with, lost, damaged or fails to perform for causes other than related to material defects in materials or workmanship. This Limited Hardware Warranty does not cover parts or accessories that are not purchased from Aperia, regardless of whether such parts or accessories were selected or recommended by Aperia. As an accommodation, Aperia may pass on to Customer whatever warranty, if any, Aperia receives from the manufacturer of such part or accessory, but only to the extent allowed by such manufacturer. Any claim with respect to any such part or accessory will be made by Customer directly to the manufacturer.
4. Disclaimer. THIS LIMITED HARDWARE WARRANTY STATES APERIA’S SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO THE HARDWARE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, APERIA MAKES NO WARRANTIES OF ANY KIND WHATSOEVER, EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF USAGE IN THE TRADE OR BY COURSE OF DEALING, TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW. IF, FOR ANY REASON, ANY SUCH WARRANTIES CAN NOT BE DISCLAIMED, THEY ARE LIMITED IN DURATION TO THE WARRANTY PERIOD AND IN SCOPE TO THE MAXIMUM EXTENT PERMITTED. ANY AND ALL WARRANTIES WILL APPLY ONLY TO CUSTOMER (AND NOT ANY SUCCESSOR).
5. Limit of Liability. THE TOTAL AGGREGATE LIABILITY OF APERIA AND ITS DISTRIBUTORS, AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, RELATING TO THE HARDWAREWITH RESPECT TO CLAIMS FIRST ARISING IN A PARTICULAR CALENDAR YEAR WILL BE LIMITED, TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, TO (X) IN THE CASE OF PURCHASED HARDWARE, ONE-THIRD OF THE PURCHASE PRICE PAID TO APERIA FOR SUCH HARDWARE; OR (Y) IN THE CASE OF LEASED HARDWARE,THE AMOUNT ACTUALLY PAID AS RENT FOR SUCH CALENDAR YEAR WITH RESPECT TO SUCHHARDWARE (IN THE CASE OF LEASED HALO CONNECT HARDWARE THAT IS NOT SEPARATELY PRICED, RENT WILL BE DEEMED TO BE FIFTY PERCENT (50%) OF THE ASSOCIATED HALO CONNECT SERVICE FEES(EXPRESSLY EXCLUDING ANY SEPARATELY STATED CHARGES FOR DATA TRANSMISSION AND DATA STORAGE)). IN NO EVENT WILL ANY OF THE FOREGOING BE LIABLE FOR ANY LOSS OF USE, LOST PROFITS, DAMAGE TO PROPERTY, BODILY INJURY, DEATH OR OTHER INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER OR NOT ANY REMEDY PROVIDED SHOULD FAIL OF ITS ESSENTIAL PURPOSE.
6. Miscellaneous. This Limited Hardware Warranty will be governed by and interpreted in accordance with the substantive laws of the State of California, without regard to conflicts of laws principles and without regard to the United Nations Convention on the International Sale of Goods. This Limited Hardware Warranty constitutes the entire agreement of Aperia and Customer with respect to the subject matter hereof, superseding all other agreements, understandings, representations and negotiations concerning such subject matter. This Limited Hardware Warranty may not be modifiedexcept in writing and signed by Aperia’s Chief Executive Officer or Vice President of Finance.
July 2020 (R)