Supplier represents and warrants to Buyer that for a period of five years from the date of delivery to Buyer (the "Warranty Period"), each Product and all components thereof (including components specified by Buyer): (i) shall conform to this Order and to the applicable Specifications and approved samples; (ii) shall be free from defects in materials, workmanship, and design, unless the design was solely supplied by Buyer; (iii) shall be safe and fit for the purposes intended by Buyer; (iv) do not infringe upon any third-party patent, copyright, trade secret, trade name, trademark, service mark, or other intellectual property or proprietary right; (v) and shall be free from liens and encumbrances and other restrictions. Supplier warrants that at time of delivery to Buyer, the Products shall be new and not contain used or reconditioned parts (unless otherwise specified). Supplier represents and warrants that all Services shall be performed in a timely and professional manner and in accordance with Specifications and accepted industry standards. All warranties shall run to Buyer and Buyer's customers. Supplier warrants that Supplier, and its agents and subcontractors, and the Products and/or Services shall comply with all applicable laws, rules, and regulations, including, without limitation, those relating to: (a) import, export, and re-export of commodities, materials, technical data, and software, (b) health and safety, (c) labor and employment, (d) the environment, (e) use, treatment, disposal, and handling of hazardous chemicals and materials, and (f) data privacy, data protection, and security breach notice laws and regulations. Supplier represents and warrants to Buyer it (I) will not use, disclose, or transfer across borders any information that is processed for Buyer that may identify an individual (“personal data”), except to the extent necessary to perform under this Order and in accordance with Section 19 below, and (II) will maintain reasonable technical, administrative, and physical data security for all personal data, and will cooperate fully with Buyer’s requests for access to, correction of, and destruction of personal data in Supplier’s possession or control. Supplier further represents and warrants that the Products and/or Services are compliant with Buyer's specification 2096-001669 (WD Guidelines for Materials, Components & Products), as amended from time to time ("WD Guidelines"), a copy of which is available upon request. Supplier shall also comply with the Responsible Business Alliance (formerly, the Electronic Industry Citizenship Coalition) code of conduct (“RBA”), as updated from time to time and available at www.responsiblebusiness.org/standards/code-of-conduct/. Supplier must also require that its own suppliers comply with all applicable laws, rules, regulations, the WD Guidelines, and the RBA. Supplier shall provide Buyer a certificate(s) of compliance with applicable laws, rules, regulations, WD Guidelines and the RBA, if requested.
Supplier further represents and warrants to Buyer that any software or firmware included in the Products or otherwise furnished in connection with this Order does not (i) contain any so-called "open source" or "free" software (e.g., Linux, GPL, LGPL, PERL, Mozilla Public License, SCSL, SISL) or (ii) contain any code, programming instruction, or set of instructions that is intentionally constructed to damage, interfere with, or otherwise adversely affect either the operation of the products of Buyer into which the Products may be incorporated or Buyer's systems. If any Products and/or Services include or are associated with hazardous materials, Supplier represents and warrants that Supplier understands the nature of, and hazards associated with, the handling, transportation, and use of such hazardous materials. Prior to causing hazardous materials to be on Buyer's premises, Supplier shall provide Buyer with Safety Data Sheets in English, as well as in the applicable local language, pursuant to applicable laws and regulations, and any other documentation reasonably necessary to enable Buyer to comply with applicable laws and regulations, and obtain written approval from Buyer's Environmental Health and Safety Department. Upon a breach of any warranty, in addition to any other remedies available to Buyer in law or equity, Buyer may, at its sole election and without additional cost, require Supplier to (i) repair or replace the Products, (ii) re-perform the Services, (iii) refund to Buyer all amounts paid by Buyer for the Products which the Buyer returns, or (iv) reimburse Buyer the costs incurred by Buyer to have a third-party correct the non-conformance or provide substitute products and/or services. The foregoing warranties shall constitute conditions and are in addition to all other warranties, whether express or implied, and shall survive any delivery, inspection, acceptance or payment by Buyer. Buyer's approval of Supplier's material or design shall not relieve Supplier of the warranties herein.