SupPlant Ltd.

HARDWARE PRODUCTS LIMITED WARRANTY AND DISCLAIMER

If you have purchased or borrowed a hardware products from SupPlant Ltd. (hereinafter, each referred to as “SupPlant”), the following are the terms and conditions of SupPlant’s limited warranties regarding them.

Purchased Hardware and Supplies

1. Purchasers of Hardware and Supplies. If you have purchased Hardware and/or Supplies from SupPlant as part of your use of any of SupPlant’s technologies, such as GBI™ or the DSS technology, SupPlant warrants that: (i) except for SupPlant’s purchase money security interest (to the extent applicable local law recognizes the existence of a purchase money security interest in goods sold), title to any Hardware and Supplies will be free and clear of any liens or charges of any kind at time of delivery; (ii) Hardware and Supplies that are not produced by SupPlant will be free from defects in material and workmanship. Hardware and Supplies produced by third party manufacturers and supplied by SupPlant will be subject to original (third party) manufacturer warranties.

    

2. Non-Conformance of Purchased Hardware and Supplies. If, for any reason, SupPlant does not conform Hardware and/or Supplies to their warranty within a reasonable time after notice, then you may accept them “AS IS” without further recourse or you may, after written notice, return them, and SupPlant will refund the amount that SupPlant was paid for the relevant Product. Any refund under this Section 3 will be calculated on the price you paid SupPlant and will be reduced on the same basis as you depreciate the Product(s) in your financial statements, calculated from the date of SupPlant’s delivery to you. If you do not depreciate the Product(s), the refund will be reduced on a three (3) year straight-line basis.
   
   
3. Warranty Period of Purchased Hardware and Supplies. Subject to any original manufacturer warranties on Hardware and Supplies that are not produced by Supplant, the warranty period for Hardware and Supplies is two (2) years from the date of delivery to you of the relevant Hardware or Supplies, and for Services is for so long as you are a subscriber to the Services with the understanding that within thirty (30) days from the date that you terminate your subscription the Services will no longer be provided (each of the foregoing being a “warranty period”). If, during the applicable warranty period, any Hardware, Supplies or Services do not conform to their warranty and you provide SupPlant with written notice of such nonconformance, SupPlant, in its sole discretion, will repair or replace nonconforming Hardware and/or Supplies within a reasonable time.
   
   
4. Alternative Product Warranties. SupPlant may provide you with alternative Product warranties applicable to specific countries. If applicable, SupPlant will notify you of the alternative Product warranty terms in writing and such alternative Product warranty provisions will apply in lieu of the Product warranties stated above. SupPlant reserves the right to charge you, and you agree to pay according to payment terms designated by SupPlant an additional amount for such country-specific Product warranties, as applicable.
   

   Received (“Borrowed”) Hardware and Supplies
   

5. Recipients of Hardware and Supplies. If you have received Hardware and/or Supplies from SupPlant free of charge as a subscriber to the DSS technology, then SupPlant has or will deploy, free of charge, in your field, orchard or other agricultural site (your “site”) Hardware and/or Supplies to enable your utilization of the DSS technology.  You will provide to SupPlant’s staff reasonable access to your site for the purpose of installing the Hardware and/or Supplies for your use of the DSS technology ONLY and for retrieving the Hardware and/or Supplies if and when your use of the DSS service is terminated. You may use the Hardware and/or Supplies only for their intended purpose, i.e., enabling your use of the DSS technology.

    

6. Responsibilities for Hardware and Supplies Applicable to DSS Users. At the time of its installation at your site, the limited warranties set forth in section 1.0 above shall apply to the Hardware and/or Supplies installed at your site for your use of the DSS technology. Once installed at your site, up until the time that the Hardware and/or Supplies are returned to SupPlant, you will be responsible for the Hardware and/or supplies and its condition subject to ordinary wear and tear. If the Hardware and/or Suppplies fail to function properly for reasons that are unrelated to you, SupPlant shall replace the Hardware and/or Supplies free of charge so long as you are a DSS service user.  For the sake of avoiding any doubt, you will be responsible for the replacement of any stolen or destroyed Hardware and/or Supplies.

   Warranty Service

7. Warranty service will be provided either “remotely to the site” or “at factory”, as determined by SupPlant policies at the time of delivery. SupPlant will charge separately for: (i) consumable items; (ii) service calls outside of SupPlant’s standard hours; (iii) service calls for Products that are in good operating condition at the time of the call; (iv) use of specified types of Products above their rated usage levels (which SupPlant will provide to you at your request); and (v) per-call services covering Products that are outside of any original factory warranty. SupPlant will also charge you separately to repair Products that have failed due to: (i) an alteration to Products, or an attachment not provided by SupPlant, approved by SupPlant in writing, or compatible with SupPlant’s standard interfaces; (ii) use of supplies or products acquired from third parties that are defective or that do not meet SupPlant standards or specifications; (iii) your or any third party’s negligence, misuse, or abuse; or (iv) fire, smoke, water, acts of God, civil or military authority, war, riots, strikes or other causes beyond SupPlant’s reasonable control. Replaced parts upon replacement are SupPlant’s property.

    

8. In order to permit SupPlant to meet its Product warranties, you agree, upon request to assist in isolating problems, to provide modems or internet access and telephone lines for SupPlant to access the Products remotely (if applicable), to install and test all fixes and updates, and to perform other actions reasonably requested by SupPlant. If SupPlant performs any of those services for you, SupPlant will charge you, and you agree to pay, SupPlant’s then-current rates for such services.

    

9. If SupPlant provides you with Hardware, Services, or Supplies that bear the logo or copyright of another company with warranty and/or support terms from the other company, such other company’s terms apply instead of those in this Agreement, and, unless specifically agreed in writing by SupPlant, SupPlant provides no warranty or support for those Products. SupPlant has no warranty obligation for third party Products even if SupPlant assisted in evaluating or selecting them.

   Sole and Exclusive Warranty and Remedies

10. EXCEPT FOR WARRANTIES SPECIFICALLY CONTAINED IN THIS WARRANTY, SupPlant DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING. SupPlant DOES NOT WARRANT THAT ANY PRODUCTS OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR FREE, OR THAT ALL DEFICIENCIES, ERRORS, DEFECTS OR NONCONFORMITIES WILL BE CORRECTED. THE FAILURE OF PRODUCTS YOU ACQUIRE FROM THIRD PARTIES OR THEIR SUPPLIERS WILL NOT AFFECT YOUR OBLIGATIONS TO SupPlant. FOR THE SAKE OF AVOIDING ANY DOUBT, THESE ARE YOUR SOLE AND EXCLUSIVE WARRANTIES AND REMEDIES, AND YOU HEREBY WAIVE ANY RIGHTS TO ANY OTHER CLAIMS IN RELATION TO THE SAME.  SupPlant DOES NOT GUARANTY ANY RESULTS, INCLUDING WITHOUT LIMITATION WATER SAVINGS OR CROP YIELDS.

     

11. Your rights and remedies set forth in this Warranty are exclusive and in lieu of all other rights and remedies (except to the extent that applicable law prohibits agreements to disclaim warranties or limit liabilities).

    Definitions

12. Definitions. In this limited warranty, the following terms shall have the following meanings:

    “Hardware” means hardware and associated peripherals and features that you acquire directly from SupPlant.

    “Services” means GBI™, the DSS technology, any computer programs and/or applications that you license from SupPlant, and any services that you acquire or otherwise receive from SupPlant, it being understood that this will be done in a variety of ways including a variety of media, including on a subscription basis via cloud access.

    “Supplies” means consumable items, if any, that you acquire from SupPlant.

    “Products” means collectively Hardware, Supplies and Services and Apps.

     

13. Your continuing use of our Hardware and/or Supplies is subject to any future amended versions of this limited warranty.  As a condition to such continuing use, you are required to periodically check for any updates to this limited warranty.

     

Version: November 9, 2020