Common use of Defects Liability Clause in Contracts

Defects Liability. 9.1 In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (the “Defects”). 9.2 In particular, the following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain; b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Innomotics; d) non-reproducible software errors; e) defects which do not significantly impair the use of the respective Supplies; f) defects due to unsuitable equipment and/or an unsuitable operating environment, both not provided by Innomotics under this Contract, or due to any external risks not expressly assumed by Innomotics under the Contract. Potential claims of the Customer in relation to other agreements with Innomotics shall not be affected. 9.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Innomotics in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Innomotics shall, at its option, remedy a Defect by repair, replacement, or re-performance. Innomotics shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall grant Innomotics working access to the non-conforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Innomotics. For this purpose, the Customer shall at no charge to Innomotics: a) provide Innomotics with the documentation and information which is necessary for the rectification of a defect, b) grant Innomotics working access to the non-conforming Supplies, c) undertake any necessary disassembly and re-assembly, d) for defects that occur in the software: ensure that Innomotics has available to it the necessary hardware and software as well as the necessary operating conditions with suitable personnel. Upon Innomotics´ request, the Customer shall ensure that the title to the replaced parts/items shall pass to Innomotics. 9.4 Unless otherwise agreed, the defects liability period for the Supplies is 12 months. It starts at the date of transfer of risk. For replaced or repaired parts of the Supplies, the defects liability period is 6 months from the date of replacement or repair, if the original defects liability period for the Supplies expires earlier. In any event, the defects liability period shall end no later than 24 months from the beginning of the original defects liability period. 9.5 Innomotics does not warrant or guarantee that the Product will be secure from Cyberthreats and does not contain any vulnerability. If software is defective, Innomotics shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Innomotics or, if Innomotics is only the licensee, from Innomotics’ licensor. If the software has been modified or individually developed by Innomotics, Innomotics shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. Defects will only be remedied in the latest software version provided under this Contract. Potential claims of the Customer in relation to an earlier software version shall not be affected, provided that the Customer legitimately uses a license in relation to an earlier version of the software (because the Customer has been given the option to exercise the right of use in relation to the earlier version). Innomotics shall not be liable for software defects if the software is provided free of license fee and/or for validation purposes such as, e.g., trial or demo licenses or as additional programs with application examples attached to the Supplies. 9.6 If and to the extent the Customer has acquired a subscription, Innomotics shall during the agreed term provide and maintain the Supplies in a state suitable for use as contractually agreed and remedy reported Defects in the Supplies in accordance with Clause 9.

Defects Liability. 9.1 In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (the “Defects”). 9.2 In particular, the following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain;, b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents;. c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Innomotics;Xxxxxx, d) non-reproducible software errors;, e) defects which do not significantly impair the use of the respective Supplies; f) defects due to unsuitable equipment and/or an unsuitable operating environment, both not provided by Innomotics under this Contract, or due to any external risks not expressly assumed by Innomotics under the Contract. Potential claims of the Customer in relation to other agreements with Innomotics shall not be affected. 9.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Innomotics Trench in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Innomotics Trench shall, at its option, remedy a Defect by repair, replacement, or re-performance. Innomotics Trench shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall grant Innomotics Trench working access to the non-conforming nonconforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Innomotics. For this purpose, the Customer shall at no charge to Innomotics: a) provide Innomotics with the documentation and information which is necessary for the rectification of a defect, b) grant Innomotics working access to the non-conforming Supplies, c) undertake any necessary disassembly and re-assembly, d) for defects that occur in the software: ensure that Innomotics has available to it the necessary hardware and software as well as the necessary operating conditions with suitable personnelTrench. Upon Innomotics´ Xxxxxx’s request, the Customer shall ensure that the title to the replaced parts/items shall pass to InnomoticsTrench. Unless otherwise agreed in writing, Trench shall have no liability for the costs of packing, dismantling, transportation (beyond the agreed INCOTERMS), re-assembly and re-installation of any goods affected under this warranty. These costs shall be borne by the Customer or reimbursed to Trench on presentation of its invoice. 9.4 Unless otherwise agreed, the defects liability period for any part of the Supplies is 12 months. It starts at the date of transfer of risk. For replaced or repaired parts of the Supplies, the defects liability period is 6 months from the date of replacement or repair, if the original defects liability period for the Supplies expires earlier. In any event, the defects liability period shall end no later than 24 months from the beginning of the original defects Defects liability period. 9.5 Innomotics Trench does not warrant or guarantee that the Product will be secure from Cyberthreats and does not contain any vulnerability. If software is defective, Innomotics Trench shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Innomotics Trench or, if Innomotics Trench is only the licensee, from Innomotics’ Trench’s licensor. If the software has been modified or individually developed by InnomoticsTrench, Innomotics Trench shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. Defects will only be remedied in . 9.6 If Xxxxxx carries out remedial work and it is ultimately not established that there was a Defect, the latest software version provided under this Contract. Potential claims Customer shall pay Trench for such remedial work including error diagnosis. 9.7 Any other liability of Trench and any claims, rights and remedies of the Customer in relation to an earlier software version shall not be affected, provided that the Customer legitimately uses a license in relation to an earlier version case of defects of the software (because Supplies shall be excluded except as expressly stipulated in this Clause 9 and – provided Trench failed at least three times in remedying the Customer has been given the option to exercise the right defect – in Clause 15.2 b). All warranties, representations, conditions, and all other terms of use in relation any kind whatsoever implied by statute or law are, to the earlier version). Innomotics shall not be liable for software defects if the software is provided free of license fee and/or for validation purposes such asfullest extent permitted by applicable law, e.g., trial or demo licenses or as additional programs with application examples attached to the Suppliesexcluded from this Contract. 9.6 If and to the extent the Customer has acquired a subscription, Innomotics shall during the agreed term provide and maintain the Supplies in a state suitable for use as contractually agreed and remedy reported Defects in the Supplies in accordance with Clause 9.

Defects Liability. 9.1 In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (the “Defects”). 9.2 In particular, the following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain;, b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Innomotics;Siemens, d) non-reproducible software errors;, e) defects which do not significantly impair the use of the respective Supplies; f) defects due to unsuitable equipment and/or an unsuitable operating environment, both not provided by Innomotics under this Contract, or due to any external risks not expressly assumed by Innomotics under the Contract. Potential claims of the Customer in relation to other agreements with Innomotics shall not be affected. 9.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Innomotics Siemens in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Innomotics Siemens shall, at its option, remedy a Defect by repair, replacement, or re-performance. Innomotics Siemens shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall grant Innomotics Siemens working access to the non-conforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Innomotics. For this purpose, the Customer shall at no charge to Innomotics: a) provide Innomotics with the documentation and information which is necessary for the rectification of a defect, b) grant Innomotics working access to the non-conforming Supplies, c) undertake any necessary disassembly and re-assembly, d) for defects that occur in the software: ensure that Innomotics has available to it the necessary hardware and software as well as the necessary operating conditions with suitable personnelSiemens. Upon Innomotics´ Siemens’ request, the Customer shall ensure that the title to the replaced parts/items shall pass to InnomoticsSiemens. The Customer shall be responsible for the customs clearance in the country to where the Supplies are delivered and for the further transport from the places of delivery for all equipment necessary to remedy the Defect. 9.4 Unless otherwise agreed, the defects liability period for any part of the Supplies is 12 months. It starts at the date of transfer of risk. For replaced or repaired parts of the Supplies, the defects liability period is 6 months from the date of replacement or repair, if the original defects liability period for the Supplies expires earlier. In any event, the defects liability period shall end no later than 24 months from the beginning of the original defects liability period. 9.5 Innomotics Siemens does not warrant or guarantee that the Product will be secure from Cyberthreats and does not contain any vulnerability. If software is defective, Innomotics Siemens shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Innomotics Siemens or, if Innomotics Siemens is only the licensee, from InnomoticsSiemens’ licensor. If the software has been modified or individually developed by InnomoticsSiemens, Innomotics Siemens shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. Defects will only be remedied in . 9.6 If Siemens carries out remedial work and it is ultimately not established that there was a Defect, the latest software version provided under this Contract. Potential claims Customer shall pay Siemens for such remedial work including error diagnosis. 9.7 Any other liability of Siemens and any claims, rights and remedies of the Customer in relation to an earlier software version shall not be affected, provided that the Customer legitimately uses a license in relation to an earlier version case of defects of the software (because Supplies shall be excluded except as expressly stipulated in this Clause 9 and – provided Siemens failed at least three times in remedying the Customer has been given the option to exercise the right defect – in Clause 15.2 b). All warranties, representations, conditions, and all other terms of use in relation any kind whatsoever implied by statute or law are, to the earlier version). Innomotics shall not be liable for software defects if the software is provided free of license fee and/or for validation purposes such asfullest extent permitted by applicable law, e.g., trial or demo licenses or as additional programs with application examples attached to the Suppliesexcluded from this Contract. 9.6 If and to the extent the Customer has acquired a subscription, Innomotics shall during the agreed term provide and maintain the Supplies in a state suitable for use as contractually agreed and remedy reported Defects in the Supplies in accordance with Clause 9.

Defects Liability. 9.1 9.1. In this Contract, and subject to Clause 9.2, a defect shall mean any non-conformity of the Supplies with the express ex- press terms of this Contract resulting from circumstances existing in the Supplies at the time of the transfer of risk to the Customer (the “Defects”). 9.2 In particular, the 9.2. The following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain;, b) non-conformity resulting from faulty or negligent handling, or from incorrect changes or incorrect maintenance work or incorrect extension of the Supplies via interfaces by the Customer or any third party; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioningcommission- ing, or pre-commissioning, in each case not carried car- ried out by Innomotics;Siemens, d) non-reproducible software errors;, e) defects which do not significantly impair the use of the respective Supplies; , f) defects due to unsuitable equipment and/or an unsuitable operating environment, both not provided pro- vided by Innomotics Siemens under this Contract, or due to any external risks not expressly assumed by Innomotics Sie- mens under the Contract. Potential claims of the Customer in relation to other agreements with Innomotics Siemens shall not be affected. 9.3 9.3. The Customer shall immediately inspect the Supplies upon delivery and shall notify Innomotics Siemens in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects de- fects if the Customer has failed to do so. Upon such written notification, Innomotics Siemens shall, at its optionop- tion, remedy a Defect by repair, replacement, or re-performanceper- formance. Innomotics Where possible Siemens is entitled to rectify the defect by means of remote access. Siemens shall be given a reasonable period of time and opportunity to remedy rem- edy the Defect. For this purpose, the Customer shall grant Innomotics working access to the non-conforming Supplies, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Innomotics. For this purpose, the Customer shall at no charge to Innomotics:Sie- mens a) provide Innomotics Siemens with the documentation and information in- formation which is necessary for the rectification of a defect, b) grant Innomotics Siemens working access to the non-conforming con- forming Supplies, c) undertake any necessary disassembly and re-re- assembly, d) for defects that occur in the software: ensure that Innomotics Siemens has available to it the necessary hardware hard- ware and software as well as the necessary operating op- erating conditions with suitable personnel. Upon Innomotics´ Siemens’ request, the Customer shall ensure that the title to the replaced defective parts/items shall pass to InnomoticsSiemens. 9.4 9.4. Unless otherwise agreed, the defects liability period for any part of the Supplies is 12 months. It starts at the date of transfer of riskrisk (as stipulated in Clause 5). For replaced or repaired parts of the Supplies, the defects de- fects liability period is 6 months from the date of replacement replace- ment or repair, if the original defects liability period for the Supplies expires earlier. In any event, the defects liability li- ability period shall end no later than 24 months from the beginning of the original defects liability period. 9.5 Innomotics 9.5. Siemens does not warrant or guarantee that the Product Supplies will be secure from Cyberthreats and does not contain any vulnerability. If software is defective, Innomotics Siemens shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Innomotics Siemens or, if Innomotics Siemens is only the licensee, from InnomoticsSiemens’ licensor. If the software has been modified modi- fied or individually developed by InnomoticsSiemens, Innomotics Siemens shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. Defects will only be remedied in the latest software version provided under this Contract. Potential claims of the Customer in relation to an earlier software version shall not be affected, provided that the Customer legitimately uses a license in relation to an earlier ear- lier version of the software (because the Customer has been given the option to exercise the right of use in relation rela- tion to the earlier version). Innomotics Siemens shall not be liable for software defects if the software is provided free of license fee and/or for validation purposes such as, e.g., trial or demo licenses or as additional programs with application examples attached to the Supplies. 9.6 9.6. If and to the extent the Customer has acquired a subscriptionsub- scription, Innomotics Siemens shall during the agreed term provide and maintain the Supplies in a state suitable for use as contractually agreed and remedy reported Defects in the Supplies in accordance with Clause section 9.

Defects Liability. 9.1 10.1 In this Contract, and subject to Clause 9.210.2, a defect shall mean any non-conformity of the Supplies Works with the express terms of this Contract resulting from circumstances existing in the Supplies Works at the time of the transfer of risk to the Customer (the “Defects”). 9.2 In particular, the 10.2 The following shall not be Defects: a) normal wear and tear, non-conformity resulting from excessive strain;, b) non-conformity resulting from faulty or negligent handling; non-compliance with instructions or recommendations in operation or maintenance manuals and other documents; c) installation, erection, modification, commissioning, or pre-commissioning, in each case not carried out by Innomotics;Siemens, d) non-reproducible software errors;, e) defects which do not significantly impair the use of the respective Supplies; f) defects due to unsuitable equipment and/or an unsuitable operating environment, both not provided by Innomotics under this Contract, or due to any external risks not expressly assumed by Innomotics under the Contract. Potential claims of the Customer in relation to other agreements with Innomotics shall not be affectedWorks. 9.3 10.3 The Customer shall immediately inspect the Supplies upon delivery and shall notify Innomotics Siemens in writing of any Defects without undue delay. The Customer’s claims in respect of defects shall be excluded for any apparent defects if the Customer has failed to do so. Upon such written notification, Innomotics Siemens shall, at its option, remedy a Defect by repair, replacement, or re-performance. Innomotics Siemens shall be given a reasonable period of time and opportunity to remedy the Defect. For this purpose, the Customer shall grant Innomotics Siemens working access to the non-conforming SuppliesWorks, shall undertake any necessary dis-assembly and re-assembly, and shall provide access to operation and maintenance data, all at no charge to Innomotics. For this purpose, the Customer shall at no charge to Innomotics: a) provide Innomotics with the documentation and information which is necessary for the rectification of a defect, b) grant Innomotics working access to the non-conforming Supplies, c) undertake any necessary disassembly and re-assembly, d) for defects that occur in the software: ensure that Innomotics has available to it the necessary hardware and software as well as the necessary operating conditions with suitable personnelSiemens. Upon Innomotics´ Siemens’ request, the Customer shall ensure that the title to the replaced parts/items defective parts shall pass transfer to InnomoticsSiemens. The Customer shall be responsible for the customs clearance in the country where the project is located and for the further transport from the places of delivery for all equipment necessary to remedy the Defect. Insofar as a part has to be merely delivered, the Customer shall immediately inspect that part and shall notify Siemens in writing of any Defects without undue delay. Customer’s claims for defects shall be excluded for any apparent defects, if the Customer has failed to do so. 9.4 10.4 Unless otherwise agreed, the defects liability period for any part of the Supplies Works is 12 months. It starts at the date of transfer of risk. For replaced or repaired parts of the SuppliesWorks, the defects liability period is 6 months from the date of replacement or repair, if the original defects liability period for the Supplies Works expires earlier. In any event, the defects liability period shall end no later than 24 months from the beginning of the original defects liability period. Siemens is not liable for any Defects unless notified in writing by the Customer to Siemens before the end of the defects liability period. 9.5 Innomotics 10.5 Siemens does not warrant or guarantee that the Product Works will be secure from Cyberthreats and does not contain any vulnerability. If software is defective, Innomotics Siemens shall only be obliged to provide the Customer with an updated version of the software in which the Defect has been remedied when such updated version is reasonably available from Innomotics Siemens or, if Innomotics Siemens is only the licensee, from InnomoticsSiemens’ licensor. If the software has been modified or individually developed by InnomoticsSiemens, Innomotics Siemens shall in addition provide the Customer with a workaround or other interim corrective solution until the provision of an updated version of the software, if such workaround or interim solution is feasible at reasonable expense and if otherwise the Customer’s business operations would be substantially impeded. Defects will only be remedied in . 10.6 If Siemens carries out remedial work and it is ultimately not established that there was a Defect, the latest software version provided under this Contract. Potential claims Customer shall pay Siemens for such remedial work including error diagnosis. 10.7 Any other liability of Siemens and any claims, rights and remedies of the Customer in relation to an earlier software version shall not be affected, provided that the Customer legitimately uses a license in relation to an earlier version case of defects of the software (because Works shall be excluded except as expressly stipulated in this Clause 10 and – provided Siemens failed at least three times in remedying the Customer has been given the option to exercise the right Defect – in Clause 16.2 b). All warranties, representations, conditions, and all other terms of use in relation any kind whatsoever implied by statute or common law are, to the earlier version). Innomotics shall not be liable for software defects if the software is provided free of license fee and/or for validation purposes such asfullest extent permitted by applicable law, e.g., trial or demo licenses or as additional programs with application examples attached to the Suppliesexcluded from this Contract. 9.6 If and to the extent the Customer has acquired a subscription, Innomotics shall during the agreed term provide and maintain the Supplies in a state suitable for use as contractually agreed and remedy reported Defects in the Supplies in accordance with Clause 9.