INDEX:

Transmission Warranty

Drop Box Warranty

Differential Warranty

Torque Converter Warranty

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TRANSMISSION WARRANTY

This Transmission Warranty (“Warranty”) is a limited warranty offered by Centranz, Inc., a Missouri corporation (“Centranz”) on qualifying Repaired and Remanufactured transmissions that are sold by Centranz. THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS WARRANTY IS ONLY EFFECTIVE TO THE EXTENT THAT (a) THIS WARRANTY TYPE IS SELECTED BY CUSTOMER WITHIN CENTRANZ’S CONFIRMATION OF SALE THAT IS SIGNED BY CUSTOMER AND ACCEPTED BY CENTRANZ (THE “CONFIRMATION OF SALE”; AND (b) CUSTOMER HAS PURCHASED THE COMPONENT COVERED BY THIS WARRANTY FROM CENTRANZ.

This Warranty is subject, in all respects, to Centranz’s [General Terms and Conditions for the Sale of Goods and Services], located at centranz.com (the “Terms”). Capitalized terms used within this Warranty but not otherwise defined herein shall have the meanings given to them in the Terms.

1.0 DEFINITIONS 

1.1 “Customer” shall mean the person or entity that purchased the Component for which Centranz is rendering Repair or Remanufactured services that has signed a Confirmation of Sale.

1.2 “Good Used” means parts or assemblies free of visual defects and within OEM wear limits.

1.3 “Installation Requirements Checklist” means the form of installation requirements checklist that Centranz provides to Customer.

1.4 “OEM” shall mean the Original Equipment Manufacturer of driveline (transmission, transfer case, differential, etc.) components and not necessarily the manufacturer of construction equipment vehicles.

1.5 “Remanufactured” means components that have been disassembled, cleaned, inspected, and reassembled with new, reclaimed, or Good Used parts, restored to OEM performance specifications, and fully tested to assure component functionality.

1.6 “Repaired” means components that have been disassembled, cleaned, inspected, or reassembled with new, reclaimed, or Good Used parts as needed, restored to reasonable performance specifications, and tested to assure component functionality.

1.7 “Replacement” means components substituted in place of an original, malfunctioning or otherwise defective product.

1.8 “Warranty Registration” means the form of warranty registration application that Centranz provides to Customer.

2.0 TERMS OF COVERAGE 

2.1 Coverage. This Warranty covers only Remanufactured and Repaired off-highway transmissions purchased from Centranz and designated within a valid Confirmation of Sale (e.g. those manufactured by ALLISON, CATERPILLAR, JOHN DEERE (Funk), SPICER (Clark), VOLVO, and Z/F) (the “Component”).

2.2 Repairs Covered. Subject to Sections 2.8 and the other exclusions and limitations in this Warranty, if Centranz receives a valid warranty claim for a defective Component that results from defects in materials or workmanship provided by Centranz within the applicable Warranty Period stated in Section 2.6, then Centranz shall provide Customer with either a Repaired Component or Replacement, at Centranz’s sole discretion. Repairs will be performed using the method Centranz determines appropriate under the circumstances.

2.3 Shipment. This Warranty provides for shipping costs for one (1) shipment to and one (1) shipment from Centranz within the continental U.S. Customer shall ship, at Customer’s risk of loss, the Component to Centranz’s facility located at 27208 East 24 Highway, Buckner, MO 64016, or to such other location as Centranz may designate in writing. If Centranz exercises its option to replace the Component, Centranz shall ship the replacement to Customer’s place of business (within the continental U.S.) at Centranz’s expense, but all risk of loss for the replacement shall remain with Customer.

2.4 Labor Reimbursement. This Warranty provides Customer with a one-time reimbursement for labor for removal and installation of a Remanufactured Component that malfunctions within the applicable Warranty Period stated in Section 2.6 equal to ONE THOUSAND FIVE HUNDRED AND NO/100 USD ($1,500.00). Centranz does not compensate for removal and installation of Repaired Components.

2.5 Obtaining Warranty Repairs. Before making a claim under this Warranty, Customer is encouraged to call Centranz toll free at 800-457-5400 for instructions and guidance on Component removal and/or shipping. Any Component covered by this Warranty must be received by Centranz within a reasonable time of the claimed malfunction and Customer must allow a reasonable time for Centranz to perform the necessary repairs. In addition, all outstanding invoices pertaining to the Component must be paid before making a claim under this Warranty.

FAILURE TO PAY ANY OUTSTANDING AMOUNTS PRIOR TO MAKING A WARRANTY CLAIM WILL VOID THIS WARRANTY.

2.6 Warranty Period. The duration of this Warranty shall be as set forth next to one of the following Warranty types, as selected on the Confirmation of Sale:

2.6.1 Platinum Warranty. A Platinum Warranty extends for a period of two (2) calendar years with no limitation to hours of service.

2.6.2 Premier Warranty. A Premier Warranty extends for a period of eighteen (18) months or three thousand (3000) hours of service, whichever comes first.

2.6.3 Standard Warranty. A Standard Warranty extends for a period of one (1) calendar year or two thousand (2000) hours of service, whichever comes first.

2.6.4 Six-Month Warranty. A Six-Month Warranty extends for a period of one hundred eighty-two (182) days or one thousand (1000) hours of service, whichever comes first.

2.6.5 Ninety Day Warranty. A Ninety Day Warranty extends for a period of ninety (90) days or five hundred (500) hours of service, whichever comes first.

2.6.6 Sixty Day Warranty. A Sixty-Day Warranty extends for a period of sixty (60) days or four hundred (400) hours of service, whichever comes first.

2.6.7 Thirty Day Warranty. A Thirty Day Warranty extends for a period of thirty (30) days or two hundred (200) hours of service, whichever comes first.

The Warranty Periods set forth in this Section 2.6 shall commence on the date the Component is first installed into the equipment; provided, if installation of the Component does not occur within the first ninety (90) days of the date the Component is received by the Customer or other end user, the Warranty Period shall commence on the ninety first (91st) day following receipt and shall expire pursuant to the time limitation set forth in Section 2.6 of this Warranty.

2.7 Warranty Registration and Installation Requirements Checklist. Centranz will email a Warranty Registration and Installation Requirements Checklist with each Repaired or Remanufactured Component to Customer. This Warranty shall only be effective if (a) Customer (or the end user installing the Component on Customer’s behalf) delivers a fully completed copy of the Warranty Registration application to Centranz within ten (10) days from the date of installation together with a completed Installation Requirements Checklist; and (b) Customer completes, performs, signs, and returns the Installation Requirements Checklist in a manner that is acceptable to Centranz. FAILURE TO COMPLY WITH THIS SECTION 2.7 WILL VOID THIS WARRANTY.

2.8 Exclusions. Centranz shall not be liable for any costs of Customer associated with diagnosis time, equipment rentals, equipment transportation charges, mileage, or other miscellaneous or administrative fees. In addition, none of the following items shall be covered by this Warranty:

2.8.1 repair manuals, parts manuals, CD’s, DVD’s, or any product capable of uploading/downloading as electronic file;

2.8.2 electrical parts including, but not limited to Electronic Control Units (or “ECU”), wire harnesses, shifters, solenoids, proportional valves, sensors, inductive transmitters, speed sensors, pressure sensors, presser monitors, and fluid level sensors;

2.8.3 custom-made and Special Order Goods; whereby, “Special Order” means items that are received or imported on a per-order basis and not the type, group, class, or kind of items that Centranz would order or keep in stock on a reasonably recurring basis; and

2.8.4 items that have been manufactured, installed, welded, machined, modified, cut, molded, or mounted, by any party other than Centranz.

3.0 WARRANTY LIMITATIONS 

3.1 Specific Causes. Malfunctions or defects caused as a result of, or in connection with, any of the following are NOT covered under this Warranty:

3.1.1 Water damage, ethylene glycol (anti-freeze) contamination, fire, vandalism, electrical surge or impact damage;

3.1.2 misuse or abuse by any person;

3.1.3 installation into unapproved applications or applications which deviate from the OEM’s specifications or intended application;

3.1.4 unauthorized alterations or modifications to the Component or vehicle; and

3.1.5 anything other than defects in material or workmanship.

3.2 Maintenance. Damage caused by the following are not covered under this Warranty:

3.2.1 Failure to follow the OEM’s recommended maintenance schedule intervals applicable to the Component; or

3.2.2 Failure to use Component fluids approved by the OEM or to maintain the Component fluid levels recommended by the OEM.

3.3 Unauthorized Work. Repairs made by any person(s) or entity other than Centranz are not covered under this Warranty. In addition, Centranz in its sole discretion, may terminate warranty coverage for the unauthorized performance of service of any kind to Component or Component accessories.

3.4 Circumstantial Damage. Centranz does not cover miscellaneous expenses including labor costs for removal and installation of goods, materials, lost time or wages, vehicle down time, towing, lift, labor (except as provided in Section 2.4 of this Warranty), dock or storage fees, peripheral parts, fluids, shop supplies, rental expenses, or travel expenses. Centranz shall not be liable for any incidental or consequential damages including without limitation, indirect or special damages as a result of product failures.

3.5 Implied Warranties. EXCEPT FOR THE APPLICABLE EXPRESS WARRANTY SET FORTH HEREIN, CENTRANZ MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ANY GOODS, SERVICES, COMPONENTS, OR ITEMS OF ANY KIND AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY MERCHANTABILITY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), AND CUSTOMER AGREES THAT ALL GOODS, SERVICES, COMPONENTS, AND ITEMS OF ANY KIND ARE BEING PROVIDED BY CENTRANZ “AS-IS.” FOR AVOIDANCE OF DOUBT, ANY WARRANTIES SET FORTH IN THIS WARRANTY SHALL ONLY APPLY TO THE COMPONENT, AND TO NO OTHER TYPES OF GOODS.

4.0 CUSTOMER’S OBLIGATIONS

4.1 PT Transmission. The Customer acknowledges and agrees that D, E, F, G Model PT transmissions MUST be calibrated by an authorized Volvo dealer and a report or copy of the invoice MUST be sent to Centranz.

4.1.1 Self Calibration. If the Customer chooses to calibrate the said transmissions, then Customer must send pictures or a report to Centranz. Such calibration must be done in a manner satisfactory to Centranz.

FAILURE TO COMPLY WITH EITHER SECTION 4.1 OR 4.1.1 WILL VOID THIS WARRANTY.

4.2 Transmission Heat Exchanger. All Volvo-type transmissions that are under a Platinum Warranty (refer to the Confirmation of Sale for warranty type) must have their heat exchangers replaced (with a new heat exchanger) by Customer at the time of installation. All other types of transmissions (and other warranty types) must have their heat exchangers cleaned and tested by Customer at the time of installation. All oil coolers must be flushed and replaced and all cooler lines must be flushed until contamination has been thoroughly removed. Customer must purchase heat exchangers from Centranz or a third party for all transmissions. If Customer purchases heat exchangers from a third party, then Customer shall send Centranz a copy of the receipt. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.3 Flex Plates. If the Component is an engine mounted transmission, then Customer must replace the flex plates. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.4 Oil. Customer shall perform regular oil changes in accordance with OEM specifications, with an oil sample to be tested before each oil change. At a minimum, oil and filters must be changed after forty (40) hours of use. Customer shall keep a record of such tests (in their proper intervals and including any mechanical problems reflected by such tests) and shall provide copies of these records to Centranz (a) upon request, and (b) at the time Customer makes a warranty claim. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.5 Leaks. The Customer must immediately report to Centranz any leaks during the Warranty Period. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.6 Additional Requirements. Customer must perform each step required in the Installation Checklist and must perform the following obligations:

(a) universal joints and drive shafts must be in good condition and properly secured;

(b) on manual shift transmissions, linkages must be installed so that each position on the control valve is aligned with the proper position of the vehicle shifter;

(c) on electric shift transmissions, each shift signal must be tested at the wire harness;

(d) magnetic signal generators must be calibrated or replaced (where applicable);

(e) the dipstick must be installed so that it properly gauges the oil level;

(f) when PTO’s are used, they must be shimmed so that proper backlash is obtained;

(g) an OEM or equivalent oil temperature and clutch pressure gauge must be installed; and

(h) oil level must be checked and corrected when Component has reached operating temperature.

4.7 Data Plate. For all exchange transactions (including transmission exchanges), Customer must provide Centanz with a legible copy of the data plate for the Component before the Component is shipped to Centranz. If a legible copy of the data plate is not delivered to Centranz prior to the Component’s shipment, then Customer shall assume sole responsibility for all damages, liabilities, and costs related to receiving the wrong Component type, including but not limited to those arising out of or relating to:

4.7.1   all Component removal and replacement costs;

4.7.2    all damages to vehicles and equipment;

4.7.3    all shipping charges; and

4.7.4    all additional charges by Centranz to convert the Component (including shipping charges), all such conversion services to be provided solely at Centranz’s discretion.

FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

5.0 WARRANTY CLAIMS

5.1 Notice Requirements. This Warranty shall not be valid unless:

5.1.1 Customer gives written notice of the defective Component, reasonably described, within seven (7) days of the time when Customer discovers or ought to have discovered the defect;

5.1.2 Centranz is given a reasonable opportunity after receiving the notice to investigate (either remotely or onsite, at Centranz’s option) the alleged Component defect and, only if requested by Centranz, Customer returns such Component to Centranz’s place of business for the examination to take place there; and

5.1.3 Centranz reasonably verifies Customer’s claim that the Component is defective. If Centranz determines that the Component is not defective, then Customer shall promptly reimburse Centranz for any and all shipping, storage, and transportation costs incurred by Centranz.

6.0 ADDITIONAL TERMS

6.1 Integration. This document together with the Terms, Installation Requirements Checklist, and Warranty Registration, contains the entire agreement between the parties relating to Centranz’s warranty over the Components and supersedes any and all prior agreements or understandings, written or oral, between the parties. No modification of this Warranty shall be valid unless made in writing and signed by both parties.

6.2 Governing Law. This Warranty shall be governed in accordance with the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than those of the State of Missouri. All disputes shall be resolved by litigation in the federal and state courts located in Jackson County, Missouri and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

6.3 Assignability. Customer may transfer this Warranty in connection with Customer’s sale of the Component or of the equipment into which the Component is installed; provided, that prior to the time of transfer (a) Customer provides Centranz with the name, address, and legal representative contact information of the prospective transferee in writing; (b) the prospective transferee agrees to be bound by the terms of this Warranty and the Terms; (c) Customer provides Centranz with an oil sample from the Component; (d) Customer provides the hours of the equipment in which the Component is installed; and (e) Customer or the prospective transferee pays to Centranz a one-time transfer fee designated by Centranz, not to exceed One Thousand and NO/100 USD ($1,000.00). Notwithstanding the foregoing, Centranz has the right, in its discretion, to reject any transfer of this Warranty to any creditor of Customer. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

6.4 Attorney’s Fees. In the event Customer employs an attorney to enforce any of the terms of this Warranty, Customer shall pay its own actual attorney’s fees and costs, including expert witness fees.

6.5 Remedy Limitation. The remedies set forth in this Warranty are Customer’s sole and exclusive remedies in connection with the performance of, or any breach of guaranty, condition, or warranty in respect of the Component.

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DROP BOX WARRANTY

This Drop Box Warranty (“Warranty”) is a limited warranty offered by Centranz, Inc., a Missouri corporation (“Centranz”) on qualifying Repaired and Remanufactured drop boxes that are sold by Centranz. THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS WARRANTY IS ONLY EFFECTIVE TO THE EXTENT THAT (a) THIS WARRANTY TYPE IS SELECTED BY CUSTOMER WITHIN CENTRANZ’S CONFIRMATION OF SALE THAT IS SIGNED BY CUSTOMER AND ACCEPTED BY CENTRANZ (THE “CONFIRMATION OF SALE”; AND (b) CUSTOMER HAS PURCHASED THE COMPONENT COVERED BY THIS WARRANTY FROM CENTRANZ.

This Warranty is subject, in all respects, to Centranz’s [General Terms and Conditions for the Sale of Goods and Services], located at centranz.com (the “Terms”). Capitalized terms used within this Warranty but not otherwise defined herein shall have the meanings given to them in the Terms.

1.0 DEFINITIONS 

1.1 “Customer” shall mean the person or entity that purchased the Component for which Centranz is rendering Repair or Remanufactured services that has signed a Confirmation of Sale.

1.2 “Good Used” means parts or assemblies free of visual defects and within OEM wear limits.

1.3 “Installation Requirements Checklist” means the form of installation requirements checklist that Centranz provides to Customer.

1.4 “OEM” shall mean the Original Equipment Manufacturer of driveline (transmission, transfer case, differential, etc.) components and not necessarily the manufacturer of construction equipment vehicles.

1.5 “Remanufactured” means components that have been disassembled, cleaned, inspected, and reassembled with new, reclaimed, or Good Used parts, restored to OEM performance specifications, and fully tested to assure component functionality.

1.6 “Repaired” means components that have been disassembled, cleaned, inspected, or reassembled with new, reclaimed, or Good Used parts as needed, restored to reasonable performance specifications, and tested to assure component functionality.

1.7 “Replacement” means components substituted in place of an original, malfunctioning or otherwise defective product.

1.8 “Warranty Registration” means the form of warranty registration application that Centranz provides to Customer.

2.0 TERMS OF COVERAGE 

2.1 Coverage. This Warranty covers only Remanufactured and Repaired off-highway drop boxes purchased from Centranz and designated within a valid Confirmation of Sale (e.g. those manufactured by ALLISON, CATERPILLAR, JOHN DEERE (Funk), SPICER (Clark), VOLVO, and Z/F) (the “Component”).

2.2 Repairs Covered. Subject to Sections 2.8 and the other exclusions and limitations in this Warranty, if Centranz receives a valid warranty claim for a defective Component that results from defects in materials or workmanship provided by Centranz within the applicable Warranty Period stated in Section 2.6, then Centranz shall provide Customer with either a Repaired Component or Replacement, at Centranz’s sole discretion. Repairs will be performed using the method Centranz determines appropriate under the circumstances.

2.3 Shipment. This Warranty provides for shipping costs for one (1) shipment to and one (1) shipment from Centranz within the continental U.S. Customer shall ship, at Customer’s risk of loss, the Component to Centranz’s facility located at 27208 East 24 Highway, Buckner, MO 64016, or to such other location as Centranz may designate in writing. If Centranz exercises its option to replace the Component, Centranz shall ship the replacement to Customer’s place of business (within the continental U.S.), at Centranz’s expense, but all risk of loss for the replacement shall remain with Customer.

2.4 Labor Reimbursement. This Warranty provides Customer with a one-time reimbursement for labor for removal and installation of a Remanufactured Component that malfunctions within the applicable Warranty Period stated in Section 2.6 equal to ONE THOUSAND FIVE HUNDRED AND NO/100 USD ($1,500.00). Centranz does not compensate for removal and installation of Repaired Components.

2.5 Obtaining Warranty Repairs. Before making a claim under this Warranty, Customer is encouraged to call Centranz toll free at 800-457-5400 for instructions and guidance on Component removal and/or shipping. Any Component covered by this Warranty must be received by Centranz within a reasonable time of the claimed malfunction and Customer must allow a reasonable time for Centranz to perform the necessary repairs. In addition, all outstanding invoices pertaining to the Component must be paid before making a claim under this Warranty.

FAILURE TO PAY ANY OUTSTANDING AMOUNTS PRIOR TO MAKING A WARRANTY CLAIM WILL VOID THIS WARRANTY.

2.6 Warranty Period. The duration of this Warranty shall be as set forth next to one of the following Warranty types, as selected on the Confirmation of Sale:

2.6.1 Platinum Warranty. A Platinum Warranty extends for a period of two (2) calendar years with no limitation to hours of service.

2.6.2 Premier Warranty. A Premier Warranty extends for a period of eighteen (18) months or three thousand (3000) hours of service, whichever comes first.

2.6.3 Standard Warranty. A Standard Warranty extends for a period of one (1) calendar year or two thousand (2000) hours of service, whichever comes first.

2.6.4 Six-Month Warranty. A Six-Month Warranty extends for a period of one hundred eighty-two (182) days or one thousand (1000) hours of service, whichever comes first.

2.6.5 Ninety Day Warranty. A Ninety Day Warranty extends for a period of ninety (90) days or five hundred (500) hours of service, whichever comes first.

2.6.6 Sixty Day Warranty. A Sixty Day Warranty extends for a period of sixty (60) days or four hundred (400) hours of service, whichever comes first.

2.6.7 Thirty Day Warranty. A Thirty Day Warranty extends for a period of thirty (30) days or two hundred (200) hours of service, whichever comes first.

The Warranty Periods set forth in this Section 2.6 shall commence on the date the Component is first installed into the equipment; provided, if installation of the Component does not occur within the first ninety (90) days of the date the Component is received by the Customer or other end user, the Warranty Period shall commence on the ninety first (91st) day following receipt and shall expire pursuant to the time limitation set forth in Section 2.6 of this Warranty.

2.7 Warranty Registration and Installation Requirements Checklist. Centranz will email a Warranty Registration and Installation Requirements Checklist with each Repaired or Remanufactured Component to Customer. This Warranty shall only be effective if (a) Customer (or the end user installing the Component on Customer’s behalf) delivers a fully completed copy of the Warranty Registration application to Centranz within ten (10) days from the date of installation together with a completed Installation Requirements Checklist; and (b) Customer completes, performs, signs, and returns the Installation Requirements Checklist in a manner that is acceptable to Centranz. FAILURE TO COMPLY WITH THIS SECTION 2.7 WILL VOID THIS WARRANTY.

2.8 Exclusions. Centranz shall not be liable for any costs of Customer associated with diagnosis time, equipment rentals, equipment transportation charges, mileage, or other miscellaneous or administrative fees. In addition, none of the following items shall be covered by this Warranty:

2.8.1 repair manuals, parts manuals, CD’s, DVD’s, or any product capable of uploading/downloading as electronic file;

2.8.2 electrical parts including, but not limited to Electronic Control Units (or “ECU”), wire harnesses, shifters, solenoids, proportional valves, sensors, inductive transmitters, speed sensors, pressure sensors, presser monitors, and fluid level sensors;

2.8.3 custom-made and Special Order Goods; whereby, “Special Order” means items that are received or imported on a per-order basis and not the type, group, class, or kind of items that Centranz would order or keep in stock on a reasonably recurring basis; and

2.8.4 items that have been manufactured, installed, welded, machined, modified, cut, molded, or mounted, by any party other than Centranz.

3.0 WARRANTY LIMITATIONS 

3.1 Specific Causes. Malfunctions or defects caused as a result of, or in connection with, any of the following are NOT covered under this Warranty:

3.1.1 Water damage, ethylene glycol (anti-freeze) contamination, fire, vandalism, electrical surge or impact damage;

3.1.2 misuse or abuse by any person;

3.1.3 installation into unapproved applications or applications which deviate from the OEM’s specifications or intended application;

3.1.4 unauthorized alterations or modifications to the Component or vehicle; and

3.1.5 anything other than defects in material or workmanship.

3.2 Maintenance. Damage caused by the following are not covered under this Warranty:

3.2.1 Failure to follow the OEM’s recommended maintenance schedule intervals applicable to the Component; or

3.2.2 Failure to use Component fluids approved by the OEM or to maintain the Component fluid levels recommended by the OEM.

3.3 Unauthorized Work. Repairs made by any person(s) or entity other than Centranz are not covered under this Warranty. In addition, Centranz in its sole discretion, may terminate warranty coverage for the unauthorized performance of service of any kind to Component or Component accessories.

3.4 Circumstantial Damage. Centranz does not cover miscellaneous expenses including labor costs for removal and installation of goods, materials, lost time or wages, vehicle down time, towing, lift, labor (except as provided in Section 2.4 of this Warranty), dock or storage fees, peripheral parts, fluids, shop supplies, rental expenses, or travel expenses. Centranz shall not be liable for any incidental or consequential damages including without limitation, indirect or special damages as a result of product failures.

3.5 Implied Warranties. EXCEPT FOR THE APPLICABLE EXPRESS WARRANTY SET FORTH HEREIN, CENTRANZ MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ANY GOODS, SERVICES, COMPONENTS, OR ITEMS OF ANY KIND AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY MERCHANTABILITY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), AND CUSTOMER AGREES THAT ALL GOODS, SERVICES, COMPONENTS AND ITEMS OF ANY KIND ARE BEING PROVIDED BY CENTRANZ “AS-IS.” FOR AVOIDANCE OF DOUBT, ANY WARRANTIES SET FORTH IN THIS WARRANTY SHALL ONLY APPLY TO THE COMPONENT, AND TO NO OTHER TYPES OF GOODS.

4.0 CUSTOMER’S OBLIGATIONS

4.1 Oil. Customer shall perform regular oil changes in accordance with OEM specifications, with an oil sample to be tested before each oil change. At a minimum, oil and filters must be changed after forty (40) hours of use. Customer shall keep a record of such tests (in their proper intervals and including any mechanical problems reflected by such tests) and shall provide copies of these records to Centranz (a) upon request, and (b) at the time Customer makes a warranty claim. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.2 Leaks. The Customer must immediately report to Centranz any leaks during the Warranty Period. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.3 Additional Requirements. Customer must perform each step required in the Installation Checklist and must perform the following obligations:

(a) flush or replace oil cooler and flush cooler lines until contamination has been thoroughly removed;

(b) universal joints and drive shafts must be in good condition and properly secured;

(c) magnetic signal generators must be calibrated or replaced (where applicable);

(d) the dipstick must be installed so that it properly gauges the oil level, when applicable; and

(e) oil level must be checked and corrected when Component has reached operating temperature.

4.4 Data Plate. For all exchange, Customer must provide Centanz with a legible copy of the data plate for the Component before the Component is shipped to Centranz. If a legible copy of the data plate is not delivered to Centranz prior to the Component’s shipment, then Customer shall assume sole responsibility for all damages, liabilities, and costs related to receiving the wrong Component type, including but not limited to those arising out of or relating to:

4.4.1   all Component removal and replacement costs;

4.4.2    all damages to vehicles and equipment;

4.4.3    all shipping charges; and

4.4.4    all additional charges by Centranz to convert the Component (including shipping charges), all such conversion services to be provided solely at Centranz’s discretion.

FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

5.0 WARRANTY CLAIMS

5.1 Notice Requirements. This Warranty shall not be valid unless:

5.1.1 Customer gives written notice of the defective Component, reasonably described, within seven (7) days of the time when Customer discovers or ought to have discovered the defect;

5.1.2 Centranz is given a reasonable opportunity after receiving the notice to investigate (either remotely or onsite, at Centranz’s option) the alleged Component defect and, only if requested by Centranz, Customer returns such Component to Centranz’s place of business for the examination to take place there; and

5.1.3 Centranz reasonably verifies Customer’s claim that the Component is defective. If Centranz determines that the Component is not defective, then Customer shall promptly reimburse Centranz for any and all shipping, storage, and transportation costs incurred by Centranz.

6.0 ADDITIONAL TERMS

6.1 Integration. This document together with the Terms, Installation Requirements Checklist, and Warranty Registration, contains the entire agreement between the parties relating to Centranz’s warranty over the Components and supersedes any and all prior agreements or understandings, written or oral, between the parties. No modification of this Warranty shall be valid unless made in writing and signed by both parties.

6.2 Governing Law. This Warranty shall be governed in accordance with the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than those of the State of Missouri. All disputes shall be resolved by litigation in the federal and state courts located in Jackson County, Missouri and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

6.3 Assignability. Customer may transfer this Warranty in connection with Customer’s sale of the Component or of the equipment into which the Component is installed; provided, that prior to the time of transfer (a) Customer provides Centranz with the name, address, and legal representative contact information of the prospective transferee in writing; (b) the prospective transferee agrees to be bound by the terms of this Warranty and the Terms; (c) Customer provides Centranz with an oil sample from the Component; (d) Customer provides the hours of the equipment in which the Component is installed; and (e) Customer or the prospective transferee pays to Centranz a one-time transfer fee designated by Centranz, not to exceed One Thousand and NO/100 USD ($1,000.00). Notwithstanding the foregoing, Centranz has the right, in its discretion, to reject any transfer of this Warranty to any creditor of Customer. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

6.4 Attorney’s Fees. In the event Customer employs an attorney to enforce any of the terms of this Warranty, Customer shall pay its own actual attorney’s fees and costs, including expert witness fees.

6.5 Remedy Limitation. The remedies set forth in this Warranty are Customer’s sole and exclusive remedies in connection with the performance of, or any breach of guaranty, condition, or warranty in respect of the Component.

_____________________________________________________________________________________

DIFFERENTIAL WARRANTY

This Differential Warranty (“Warranty”) is a limited warranty offered by Centranz, Inc., a Missouri corporation (“Centranz”) on qualifying Repaired and Remanufactured differentials that are sold by Centranz. THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS WARRANTY IS ONLY EFFECTIVE TO THE EXTENT THAT (a) THIS WARRANTY TYPE IS SELECTED BY CUSTOMER WITHIN CENTRANZ’S CONFIRMATION OF SALE THAT IS SIGNED BY CUSTOMER AND ACCEPTED BY CENTRANZ (THE “CONFIRMATION OF SALE”; AND (b) CUSTOMER HAS PURCHASED THE COMPONENT COVERED BY THIS WARRANTY FROM CENTRANZ.

This Warranty is subject, in all respects, to Centranz’s [General Terms and Conditions for the Sale of Goods and Services], located at centranz.com (the “Terms”). Capitalized terms used within this Warranty but not otherwise defined herein shall have the meanings given to them in the Terms.

1.0 DEFINITIONS 

1.1 “Customer” shall mean the person or entity that purchased the Component for which Centranz is rendering Repair or Remanufactured services that has signed a Confirmation of Sale.

1.2 “Good Used” means parts or assemblies free of visual defects and within OEM wear limits.

1.3 “Installation Requirements Checklist” means the form of installation requirements checklist that Centranz provides to Customer.

1.4 “OEM” shall mean the Original Equipment Manufacturer of driveline (transmission, transfer case, differential, etc.) components and not necessarily the manufacturer of construction equipment vehicles.

1.5 “Remanufactured” means components that have been disassembled, cleaned, inspected, and reassembled with new, reclaimed, or Good Used parts, restored to OEM performance specifications, and fully tested to assure component functionality.

1.6 “Repaired” means components that have been disassembled, cleaned, inspected, or reassembled with new, reclaimed, or Good Used parts as needed, restored to reasonable performance specifications, and tested to assure component functionality.

1.7 “Replacement” means components substituted in place of an original, malfunctioning or otherwise defective product.

1.8 “Warranty Registration” means the form of warranty registration application that Centranz provides to Customer.

2.0 TERMS OF COVERAGE 

2.1 Coverage. This Warranty covers only Remanufactured and Repaired off-highway differentials purchased from Centranz and designated within a valid Confirmation of Sale (e.g. those manufactured by ALLISON, CATERPILLAR, JOHN DEERE (Funk), SPICER (Clark), VOLVO, and Z/F) (the “Component”).

2.2 Repairs Covered. Subject to Sections 2.8 and the other exclusions and limitations in this Warranty, if Centranz receives a valid warranty claim for a defective Component that results from defects in materials or workmanship provided by Centranz within the applicable Warranty Period stated in Section 2.6, then Centranz shall provide Customer with either a Repaired Component or Replacement, at Centranz’s sole discretion. Repairs will be performed using the method Centranz determines appropriate under the circumstances.

2.3 Shipment. This Warranty provides for shipping costs for one (1) shipment to and one (1) shipment from Centranz within the continental U.S. Customer shall ship, at Customer’s risk of loss, the Component to Centranz’s facility located at 27208 East 24 Highway, Buckner, MO 64016, or to such other location as Centranz may designate in writing. If Centranz exercises its option to replace the Component, Centranz shall ship the replacement to Customer’s place of business (within the continental U.S.), at Centranz’s expense, but all risk of loss for the replacement shall remain with Customer.

2.4 Labor Reimbursement. This Warranty provides Customer with a one-time reimbursement for labor for removal and installation of a Remanufactured Component that malfunctions within the applicable Warranty Period stated in Section 2.6 equal to FIVE HUNDRED AND NO/100 USD ($500.00). Centranz does not compensate for removal and installation of Repaired Components.

2.5 Obtaining Warranty Repairs. Before making a claim under this Warranty, Customer is encouraged to call Centranz toll free at 800-457-5400 for instructions and guidance on Component removal and/or shipping. Any Component covered by this Warranty must be received by Centranz within a reasonable time of the claimed malfunction and Customer must allow a reasonable time for Centranz to perform the necessary repairs. In addition, all outstanding invoices pertaining to the Component must be paid before making a claim under this Warranty.

FAILURE TO PAY ANY OUTSTANDING AMOUNTS PRIOR TO MAKING A WARRANTY CLAIM WILL VOID THIS WARRANTY.

2.6 Warranty Period. The duration of this Warranty shall be as set forth next to one of the following Warranty types, as selected on the Confirmation of Sale:

2.6.1 Platinum Warranty. A Platinum Warranty extends for a period of two (2) calendar years with no limitation to hours of service.

2.6.2 Premier Warranty. A Premier Warranty extends for a period of eighteen (18) months or three thousand (3000) hours of service, whichever comes first.

2.6.3 Standard Warranty. A Standard Warranty extends for a period of one (1) calendar year or two thousand (2000) hours of service, whichever comes first.

2.6.4 Six-Month Warranty. A Six-Month Warranty extends for a period of one hundred eighty-two (182) days or one thousand (1000) hours of service, whichever comes first.

2.6.5 Ninety Day Warranty. A Ninety Day Warranty extends for a period of ninety (90) days or five hundred (500) hours of service, whichever comes first.

2.6.6 Sixty Day Warranty. A Sixty Day Warranty extends for a period of sixty (60) days or four hundred (400) hours of service, whichever comes first.

2.6.7 Thirty Day Warranty. A Thirty Day Warranty extends for a period of thirty (30) days or two hundred (200) hours of service, whichever comes first.

The Warranty Periods set forth in this Section 2.6 shall commence on the date the Component is first installed into the equipment; provided, if installation of the Component does not occur within the first ninety (90) days of the date the Component is received by the Customer or other end user, the Warranty Period shall commence on the ninety first (91st) day following receipt and shall expire pursuant to the time limitation set forth in Section 2.6 of this Warranty.

2.7 Warranty Registration and Installation Requirements Checklist. Centranz will email a Warranty Registration and Installation Requirements Checklist with each Repaired or Remanufactured Component to Customer. This Warranty shall only be effective if (a) Customer (or the end user installing the Component on Customer’s behalf) delivers a fully completed copy of the Warranty Registration application to Centranz within ten (10) days from the date of installation together with a completed Installation Requirements Checklist; and (b) Customer completes, performs, signs, and returns the Installation Requirements Checklist in a manner that is acceptable to Centranz. FAILURE TO COMPLY WITH THIS SECTION 2.7 WILL VOID THIS WARRANTY.

2.8 Exclusions. Centranz shall not be liable for any costs of Customer associated with diagnosis time, equipment rentals, equipment transportation charges, mileage, or other miscellaneous or administrative fees. In addition, none of the following items shall be covered by this Warranty:

2.8.1 repair manuals, parts manuals, CD’s, DVD’s, or any product capable of uploading/downloading as electronic file;

2.8.2 electrical parts including, but not limited to Electronic Control Units (or “ECU”), wire harnesses, shifters, solenoids, proportional valves, sensors, inductive transmitters, speed sensors, pressure sensors, presser monitors, and fluid level sensors;

2.8.3 custom-made and Special Order Goods; whereby, “Special Order” means items that are received or imported on a per-order basis and not the type, group, class, or kind of items that Centranz would order or keep in stock on a reasonably recurring basis; and

2.8.4 items that have been manufactured, installed, welded, machined, modified, cut, molded, or mounted, by any party other than Centranz.

3.0 WARRANTY LIMITATIONS 

3.1 Specific Causes. Malfunctions or defects caused as a result of, or in connection with, any of the following are NOT covered under this Warranty:

3.1.1 Water damage, ethylene glycol (anti-freeze) contamination, fire, vandalism, electrical surge or impact damage;

3.1.2 misuse or abuse by any person;

3.1.3 installation into unapproved applications or applications which deviate from the OEM’s specifications or intended application;

3.1.4 unauthorized alterations or modifications to the Component or vehicle; and

3.1.5 anything other than defects in material or workmanship.

3.2 Maintenance. Damage caused by the following are not covered under this Warranty:

3.2.1 Failure to follow the OEM’s recommended maintenance schedule intervals applicable to the Component; or

3.2.2 Failure to use Component fluids approved by the OEM or to maintain the Component fluid levels recommended by the OEM.

3.3 Unauthorized Work. Repairs made by any person(s) or entity other than Centranz are not covered under this Warranty. In addition, Centranz in its sole discretion, may terminate warranty coverage for the unauthorized performance of service of any kind to Component or Component accessories.

3.4 Circumstantial Damage. Centranz does not cover miscellaneous expenses including labor costs for removal and installation of goods, materials, lost time or wages, vehicle down time, towing, lift, labor (except as provided in Section 2.4 of this Warranty), dock or storage fees, peripheral parts, fluids, shop supplies, rental expenses, or travel expenses. Centranz shall not be liable for any incidental or consequential damages including without limitation, indirect or special damages as a result of product failures.

3.5 Implied Warranties. EXCEPT FOR THE APPLICABLE EXPRESS WARRANTY SET FORTH HEREIN, CENTRANZ MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ANY GOODS, SERVICES, COMPONENTS, OR ITEMS OF ANY KIND AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY MERCHANTABILITY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), AND CUSTOMER AGREES THAT ALL GOODS, SERVICES, COMPONENTS, AND ITEMS OF ANY KIND ARE BEING PROVIDED BY CENTRANZ “AS-IS”. FOR AVOIDANCE OF DOUBT, ANY WARRANTIES SET FORTH IN THIS WARRANTY SHALL ONLY APPLY TO THE COMPONENT, AND TO NO OTHER TYPES OF GOODS.

4.0 CUSTOMER’S OBLIGATIONS

4.1 Oil. Customer shall perform regular oil changes in accordance with OEM specifications, with an oil sample to be tested before each oil change. Customer shall keep a record of such tests (in their proper intervals and including any mechanical problems reflected by such tests) and shall provide copies of these records to Centranz (a) upon request, and (b) at the time Customer makes a warranty claim. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.2 Leaks. The Customer must immediately report to Centranz any leaks during the Warranty Period. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.3 Additional Requirements. Customer must perform each step required in the Installation Checklist and must perform the following obligations:

(a) universal joints and drive shafts must be in good condition and properly secured;

(b) magnetic signal generators must be calibrated or replaced (where applicable); and

(c) oil level must be checked and corrected when Component has reached operating temperature.

4.4 Data Plate. For all exchange, Customer must provide Centanz with a legible copy of the data plate for the Component before the Component is shipped to Centranz. If a legible copy of the data plate is not delivered to Centranz prior to the Component’s shipment, then Customer shall assume sole responsibility for all damages, liabilities, and costs related to receiving the wrong Component type, including but not limited to those arising out of or relating to:

4.4.1   all Component removal and replacement costs;

4.4.2    all damages to vehicles and equipment;

4.4.3    all shipping charges; and

4.4.4    all additional charges by Centranz to convert the Component (including shipping charges), all such conversion services to be provided solely at Centranz’s discretion.

FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

5.0 WARRANTY CLAIMS

5.1 Notice Requirements. This Warranty shall not be valid unless:

5.1.1 Customer gives written notice of the defective Component, reasonably described, within seven (7) days of the time when Customer discovers or ought to have discovered the defect;

5.1.2 Centranz is given a reasonable opportunity after receiving the notice to investigate (either remotely or onsite, at Centranz’s option) the alleged Component defect and, only if requested by Centranz, Customer returns such Component to Centranz’s place of business for the examination to take place there; and

5.1.3 Centranz reasonably verifies Customer’s claim that the Component is defective. If Centranz determines that the Component is not defective, then Customer shall promptly reimburse Centranz for any and all shipping, storage, and transportation costs incurred by Centranz.

6.0 ADDITIONAL TERMS

6.1 Integration. This document together with the Terms, Installation Requirements Checklist, and Warranty Registration, contains the entire agreement between the parties relating to Centranz’s warranty over the Components and supersedes any and all prior agreements or understandings, written or oral, between the parties. No modification of this Warranty shall be valid unless made in writing and signed by both parties.

6.2 Governing Law. This Warranty shall be governed in accordance with the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than those of the State of Missouri. All disputes shall be resolved by litigation in the federal and state courts located in Jackson County, Missouri and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

6.3 Assignability. Customer may transfer this Warranty in connection with Customer’s sale of the Component or of the equipment into which the Component is installed; provided, that prior to the time of transfer (a) Customer provides Centranz with the name, address, and legal representative contact information of the prospective transferee in writing; (b) the prospective transferee agrees to be bound by the terms of this Warranty and the Terms; (c) Customer provides Centranz with an oil sample from the Component; (d) Customer provides the hours of the equipment in which the Component is installed; and (e) Customer or the prospective transferee pays to Centranz a one-time transfer fee designated by Centranz, not to exceed One Thousand and NO/100 USD ($1,000.00). Notwithstanding the foregoing, Centranz has the right, in its discretion, to reject any transfer of this Warranty to any creditor of Customer. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

6.4 Attorney’s Fees. In the event Customer employs an attorney to enforce any of the terms of this Warranty, Customer shall pay its own actual attorney’s fees and costs, including expert witness fees.

6.5 Remedy Limitation. The remedies set forth in this Warranty are Customer’s sole and exclusive remedies in connection with the performance of, or any breach of guaranty, condition, or warranty in respect of the Component.

_____________________________________________________________________________________

TORQUE CONVERTER WARRANTY

This Torque Converter Warranty (“Warranty”) is a limited warranty offered by Centranz Parts and Manufacturing Company, a Missouri corporation (“CentranzP&M”) on qualifying Repaired and Remanufactured torque converters that are sold by CentranzP&M. THIS WARRANTY SHALL BE IN LIEU OF ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

THIS WARRANTY IS ONLY EFFECTIVE TO THE EXTENT THAT (a) THIS WARRANTY TYPE IS SELECTED BY CUSTOMER WITHIN CENTRANZP&M’S CONFIRMATION OF SALE THAT IS SIGNED BY CUSTOMER AND ACCEPTED BY CENTRANZP&M (THE “CONFIRMATION OF SALE”; AND (b) CUSTOMER HAS PURCHASED THE COMPONENT COVERED BY THIS WARRANTY FROM CENTRANZP&M.

This Warranty is subject, in all respects, to the Centranz [General Terms and Conditions for the Sale of Goods and Services], located at centranz.com (the “Terms”). Capitalized terms used within this Warranty but not otherwise defined herein shall have the meanings given to them in the Terms.

1.0 DEFINITIONS 

1.1 “Customer” shall mean the person or entity that purchased the Component for which CentranzP&M is rendering Repair or Remanufactured services that has signed a Confirmation of Sale.

1.2 “Good Used” means parts or assemblies free of visual defects and within OEM wear limits.

1.3 “OEM” shall mean the Original Equipment Manufacturer of driveline (transmission, transfer case, differential, etc.) components and not necessarily the manufacturer of construction equipment vehicles.

1.4 “Remanufactured” means components that have been disassembled, cleaned, inspected, and reassembled with new, reclaimed, or Good Used parts, restored to OEM performance specifications, and fully tested to assure component functionality.

1.5 “Repaired” means components that have been disassembled, cleaned, inspected, or reassembled with new, reclaimed, or Good Used parts as needed, restored to reasonable performance specifications, and tested to assure component functionality.

1.6 “Replacement” means components substituted in place of an original, malfunctioning, or otherwise defective product.

2.0 TERMS OF COVERAGE 

2.1 Coverage. This Warranty covers only Remanufactured and Repaired off-highway torque converters purchased from CentranzP&M and designated within a valid Confirmation of Sale (e.g. those manufactured by ALLISON, CATERPILLAR, JOHN DEERE (Funk), SPICER (Clark), VOLVO, and Z/F) (the “Component”).

2.2 Repairs Covered. Subject to Sections 2.8 and the other exclusions and limitations in this Warranty, if CentranzP&M receives a valid warranty claim for a defective Component that results from defects in materials or workmanship provided by CentranzP&M within the applicable Warranty Period stated in Section 2.6, then CentranzP&M shall provide Customer with either a Repaired Component or Replacement, at CentranzP&M’s sole discretion. Repairs will be performed using the method CentranzP&M determines appropriate under the circumstances.

2.3 Shipment. This Warranty provides for shipping costs for one (1) shipment to and one (1) shipment from CentranzP&M within the continental U.S. Customer shall ship, at Customer’s risk of loss, the Component to CentranzP&M’s facility located at 27208 East 24 Highway, Buckner, MO 64016, or to such other location as CentranzP&M may designate in writing. If CentranzP&M exercises its option to replace the Component, CentranzP&M shall ship the replacement to Customer’s place of business (within the continental U.S.), at CentranzP&M’s expense, but all risk of loss for the replacement shall remain with Customer.

2.4 Labor Reimbursement. This Warranty does not provide Customer with any reimbursement for labor for removal and installation of a Remanufactured Component. CentranzP&M does not compensate for removal and installation of Repaired Components.

2.5 Obtaining Warranty Repairs. Before making a claim under this Warranty, Customer is encouraged to call CentranzP&M toll free at 800-457-5400 for instructions and guidance on Component removal and/or shipping. Any Component covered by this Warranty must be received by CentranzP&M within a reasonable time of the claimed malfunction and Customer must allow a reasonable time for CentranzP&M to perform the necessary repairs. In addition, all outstanding invoices pertaining to the Component must be paid before making a claim under this Warranty.

FAILURE TO PAY ANY OUTSTANDING AMOUNTS PRIOR TO MAKING A WARRANTY CLAIM WILL VOID THIS WARRANTY.

2.6 Warranty Period. The duration of this Warranty shall be as set forth next to one of the following Warranty types, as selected on the Confirmation of Sale:

2.6.1 Platinum Warranty. A Platinum Warranty extends for a period of two (2) calendar years with no limitation to hours of service.

2.6.2 Premier Warranty. A Premier Warranty extends for a period of eighteen (18) months or three thousand (3000) hours of service, whichever comes first.

2.6.3 Standard Warranty. A Standard Warranty extends for a period of one (1) calendar year or two thousand (2000) hours of service, whichever comes first.

2.6.4 Six-Month Warranty. A Six-Month Warranty extends for a period of one hundred eighty-two (182) days or one thousand (1000) hours of service, whichever comes first.

2.6.5 Ninety Day Warranty. A Ninety Day Warranty extends for a period of ninety (90) days or five hundred (500) hours of service, whichever comes first.

2.6.6 Sixty Day Warranty. A Sixty Day Warranty extends for a period of sixty (60) days or four hundred (400) hours of service, whichever comes first.

2.6.7 Thirty Day Warranty. A Thirty Day Warranty extends for a period of thirty (30) days or two hundred (200) hours of service, whichever comes first.

The Warranty Periods set forth in this Section 2.6 shall commence on the date the Component is first installed into the equipment; provided, if installation of the Component does not occur within the first ninety (90) days of the date the Component is received by the Customer or other end user, the Warranty Period shall commence on the ninety first (91st) day following receipt and shall expire pursuant to the time limitation set forth in Section 2.6 of this Warranty.

2.7 [RESERVED].

2.8 Exclusions. CentranzP&M shall not be liable for any costs of Customer associated with diagnosis time, equipment rentals, equipment transportation charges, mileage, or other miscellaneous or administrative fees. In addition, none of the following items shall be covered by this Warranty:

2.8.1 repair manuals, parts manuals, CD’s, DVD’s, or any product capable of uploading/downloading as electronic file;

2.8.2 electrical parts including, but not limited to Electronic Control Units (or “ECU”), wire harnesses, shifters, solenoids, proportional valves, sensors, inductive transmitters, speed sensors, pressure sensors, presser monitors, and fluid level sensors;

2.8.3 custom-made and Special Order Goods; whereby, “Special Order” means items that are received or imported on a per-order basis and not the type, group, class, or kind of items that CentranzP&M would order or keep in stock on a reasonably recurring basis; and

2.8.4 items that have been manufactured, installed, welded, machined, modified, cut, molded, or mounted, by any party other than CentranzP&M.

3.0 WARRANTY LIMITATIONS 

3.1 Specific Causes. Malfunctions or defects caused as a result of, or in connection with, any of the following are NOT covered under this Warranty:

3.1.1 Water damage, ethylene glycol (anti-freeze) contamination, fire, vandalism, electrical surge or impact damage;

3.1.2 misuse or abuse by any person;

3.1.3 installation into unapproved applications or applications which deviate from the OEM’s specifications or intended application;

3.1.4 unauthorized alterations or modifications to the Component or vehicle; and

3.1.5 anything other than defects in material or workmanship.

3.2 Maintenance. Damage caused by the following are not covered under this Warranty:

3.2.1 Failure to follow the OEM’s recommended maintenance schedule intervals applicable to the Component; or

3.2.2 Failure to use Component fluids approved by the OEM or to maintain the Component fluid levels recommended by the OEM.

3.3 Unauthorized Work. Repairs made by any person(s) or entity other than CentranzP&M are not covered under this Warranty. In addition, CentranzP&M in its sole discretion, may terminate warranty coverage for the unauthorized performance of service of any kind to Component or Component accessories.

3.4 Circumstantial Damage. CentranzP&M does not cover miscellaneous expenses including labor costs for removal and installation of goods, materials, lost time or wages, vehicle down time, towing, lift, labor (except as provided in Section 2.4 of this Warranty), dock or storage fees, peripheral parts, fluids, shop supplies, rental expenses, or travel expenses. CentranzP&M shall not be liable for any incidental or consequential damages including without limitation, indirect or special damages as a result of product failures.

3.5 Implied Warranties. EXCEPT FOR THE APPLICABLE EXPRESS WARRANTY SET FORTH HEREIN, CENTRANZP&M MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO ANY GOODS, SERVICES, COMPONENTS, OR ITEMS OF ANY KIND AND EXPRESSLY DISCLAIMS ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY MERCHANTABILITY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE), AND CUSTOMER AGREES THAT ALL GOODS, SERVICES, COMPONENTS, AND ITEMS OF ANY KIND ARE BEING PROVIDED BY CENTRANZP&M “AS-IS”. FOR AVOIDANCE OF DOUBT, ANY WARRANTIES SET FORTH IN THIS WARRANTY SHALL ONLY APPLY TO THE COMPONENT, AND TO NO OTHER TYPES OF GOODS.

4.0 CUSTOMER’S OBLIGATIONS

4.1 Flex Plates. If the Component involves an engine mounted transmission, then Customer must replace all damaged flex plates. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.2 Leaks. The Customer must immediately report to CentranzP&M any leaks coming from the converter area during the Warranty Period. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

4.3 Data Plate. For all exchange, Customer must provide Centanz with a legible copy of the data plate for the Component before the Component is shipped to Centranz. If a legible copy of the data plate is not delivered to Centranz prior to the Component’s shipment, then Customer shall assume sole responsibility for all damages, liabilities, and costs related to receiving the wrong Component type, including but not limited to those arising out of or relating to:

4.3.1   all Component removal and replacement costs;

4.3.2    all damages to vehicles and equipment;

4.3.3    all shipping charges; and

4.3.4    all additional charges by Centranz to convert the Component (including shipping charges), all such conversion services to be provided solely at Centranz’s discretion.

5.0 WARRANTY CLAIMS

5.1 Notice Requirements. This Warranty shall not be valid unless:

5.1.1 Customer gives written notice of the defective Component, reasonably described, within seven (7) days of the time when Customer discovers or ought to have discovered the defect;

5.1.2 CentranzP&M is given a reasonable opportunity after receiving the notice to investigate (either remotely or onsite, at CentranzP&M’s option) the alleged Component defect and, only if requested by CentranzP&M, Customer returns such Component to CentranzP&M’s place of business for the examination to take place there; and

5.1.3 CentranzP&M reasonably verifies Customer’s claim that the Component is defective. If CentranzP&M determines that the Component is not defective, then Customer shall promptly reimburse CentranzP&M for any and all shipping, storage, and transportation costs incurred by CentranzP&M.

6.0 ADDITIONAL TERMS

6.1 Integration. This document, together with the Terms, contains the entire agreement between the parties relating to CentranzP&M’s warranty over the Components and supersedes any and all prior agreements or understandings, written or oral, between the parties. No modification of this Warranty shall be valid unless made in writing and signed by both parties.

6.2 Governing Law. This Warranty shall be governed in accordance with the laws of the State of Missouri without giving effect to any choice or conflict of law provision or rule that would cause the application of the law of any jurisdiction other than those of the State of Missouri. All disputes shall be resolved by litigation in the federal and state courts located in Jackson County, Missouri and the parties consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

6.3 Assignability. Customer may transfer this Warranty in connection with Customer’s sale of the Component or of the equipment into which the Component is installed; provided, that prior to the time of transfer (a) Customer provides CentranzP&M with the name, address, and legal representative contact information of the prospective transferee in writing; (b) the prospective transferee agrees to be bound by the terms of this Warranty and the Terms; (c) Customer provides CentranzP&M with an oil sample from the Component; (d) Customer provides the hours of the equipment in which the Component is installed; and (e) Customer or the prospective transferee pays to CentranzP&M a one-time transfer fee designated by CentranzP&M, not to exceed One Thousand and NO/100 USD ($1,000.00). Notwithstanding the foregoing, CentranzP&M has the right, in its discretion, to reject any transfer of this Warranty to any creditor of Customer. FAILURE TO COMPLY WITH THIS SECTION WILL VOID THIS WARRANTY.

6.4 Attorney’s Fees. In the event Customer employs an attorney to enforce any of the terms of this Warranty, Customer shall pay its own actual attorney’s fees and costs, including expert witness fees.

6.5 Remedy Limitation. The remedies set forth in this Warranty are Customer’s sole and exclusive remedies in connection with the performance of, or any breach of guaranty, condition, or warranty in respect of the Component.