Seller warrants to Baxter that for a period of one (1) year following the date of Final Acceptance (the “Warranty Period”), the Equipment shall (a) be free fromdefects in material and workmanship under normal use, and that the Equipment be at current engineering levels and be merchantable and fit for its intended purposes; and (b) conform in all respects to the specifications and requirements specified by Baxter under this Agreement or in any related Order or Confirmation. Seller shall diligently and without undue delay repair or furnish new, without charge, any Equipment or any part thereof which is found to be defective or non-conforming within the Warranty Period. Baxter shall give Seller notice of any defect or non-conformity discovered by Baxter, either orally or in writing to Seller, not later than thirty (30) days after the end of the applicable Warranty Period. Upon receipt of such oral or written notice, Seller shall promptly and without undue delay, but in no event more than thirty (30) days after receipt of notice from Baxter, repair or replace such defective or non-conforming Equipment.
5.2 SELLER WARRANTS TO BAXTER THAT IT HAS GOOD AND MARKETABLE TITLE TO THE EQUIPMENT, THAT IT IS LEGALLY LICENSED AND AUTHORIZED TO SELL AND DISTRIBUTE THE EQUIPMENT. ALL EQUIPMENT DELIVERED UNDER THIS AGREEMENT WILL BE FREE AND CLEAR OF ANY AND ALL ENCUMBRANCES OF ANY KIND.
5.3 Seller warrants that none of the Equipment, the use thereof or any of the applications, processes, or designs employed in the manufacture thereof, or installed therein, infringes the valid claims of any letter patent, patent application, copyright, trade secret or any other property right of any third party.
5.4 During the Warranty Period, if the Equipment is inoperable for more than ten percent (10%) of the time the Equipment is needed during any three (3) consecutive months as a result of Equipment malfunction not due to causes external to the Equipment, Baxter shall have the option to require Seller to immediately replace such unit of Equipment at no additional charge. Baxter shall notify Seller in writing at the end of any calendar month that any unit of Equipment experiences such inoperability. If Baxter requests replacement pursuant to this paragraph, Seller shall replace the unit as soon as reasonably possible with comparable equipment of capacity and performance equal to or greater than the replaced unit.