Common use of Express Warranty Clause in Contracts

Express Warranty. Licensor warrants to the original Licensee that (a) the data carrier medium on which the Software is stored shall be free from defects in workmanship and material at the time of delivery to Licensee, and (b) for the warranty period specified in the relevant Purchase Order, the Software (but not Updates) shall function in material accordance with the Specifications, provided the Software is used in the manner permitted in the foregoing license, on the Specified Computer Facility and in accordance with the conditions of installation, use and operation set forth in the Product description. Licensor does not warrant that the Software will be free of defects, run without interruption, meet the expectations of Licensee, or function in combination with the hardware or software products of third parties, or that all program errors will be corrected. In addition to the foregoing, in order for a defect in the Software to be sufficiently material so as to violate the warranty set forth in letter (b) above of this paragraph, the defect must cause the Software - while being used in the manner permitted in the foregoing license - to function in a way so divergent from the Specifications that it is unsuitable for the purpose described in the Product description. Furthermore, if the required functionality can be achieved by the Licensee indirectly (through a so called “work-around”), then the applicable impairment shall not constitute a defect giving rise to duties under the foregoing warranty. Licensor’s sole obligation under the foregoing warranty shall be, at Licensor’s sole option and expense, to either (a) replace the data carrier and/or the Software, so as to materially conform with the Specifications (including, without limitation, replacement with a more recent version or equivalent software); or (b) repair the Software by providing, correction codes, work-around solutions and/or Updates, including updated documentation and other documents; or (c) terminate this License Agreement and refund all license fees received following the return of the Software in accordance with Section 7 below. The foregoing warranty will apply to any replaced data carriers and Software until expiry of the original warranty period. The costs and risk of any delivery of Software to the service point nominated by Licensor shall be borne by Licensee.

Express Warranty. Licensor warrants to the original Licensee that (a) the data carrier medium on which the Software is stored shall be free from defects in workmanship and material at the time of delivery to Licensee, and (b) for the warranty period specified in the relevant Purchase Order, the Software (but not Updates) shall function in material accordance with the Specifications, provided the Software is used in the manner permitted in the foregoing license, on the Specified Computer Facility and in accordance with the conditions of installation, use and operation set forth in the Product description. Licensor does not warrant that the Software will be free of defects, run without interruption, meet the expectations of Licensee, or function in combination with the hardware or software products of third parties, or that all program errors will be corrected. In addition to the foregoing, in order for a defect in the Software to be sufficiently material so as to violate the warranty set forth in letter (b) above of this paragraph, the defect must cause the Software - while being used in the manner permitted in the foregoing license - to function in a way so divergent from the Specifications that it is unsuitable for the purpose described in the Product description. Furthermore, if the required functionality can be achieved by the Licensee indirectly (through a so called “work-around”), then the applicable impairment shall not constitute a defect giving rise to duties under the foregoing warranty. Licensor’s sole obligation under the foregoing warranty shall be, at Licensor’s sole option and expense, to either (a) replace the data carrier and/or the Software, so as to materially conform with the Specifications (including, without limitation, replacement with a more recent version or equivalent software); or or (b) repair the Software by providing, correction codes, work-around solutions and/or Updates, including updated documentation and other documents; or (c) terminate this License Agreement and refund all license fees received following the return of the Software in accordance with Section 7 below. The foregoing warranty will apply to any replaced data carriers and Software until expiry of the original warranty period. The costs and risk of any delivery of Software to the service point nominated by Licensor shall be borne by Licensee. Obtaining warranty service. If Licensee detects a defect in the Software that may give rise to a duty under the foregoing warranty, it will cease using the Software immediately and notify Licensor or its local sales partner in writing of the defect and provide sufficient supporting documentation within the period for notifying defects. Such period for notifying defects is ninety (90) days from the date of delivery of the data carrier medium (for a defect in the data carrier medium) and one (1) year from the date of delivery of the Software (for a defect in the Software). The written supporting documentation relating to the defect will be sufficient if it permits the defect detected by Licensee to be capable of reproduction by Licensor. Licensee will annex the relevant purchase receipt so that Licensor can determine compliance with the periods for notifying defects. Licensee will not carry out modifications or repairs itself or permit such modifications or repairs to be carried out by unauthorized third parties. If requested by Licensor, Licensee will support Licensor in the analysis of the causes and conditions giving rise to the defect, as well as in the development and testing of correction codes or a work-around solution. Warranty exclusive. Licensee’s sole remedy for Software defects is set forth in the foregoing express warranty. The Software is licensed with its current features “as is” and with no warranty or guarantee of whatever nature, other than the foregoing express warranty. Such express warranty is in lieu of all other warranties, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms or conditions of merchantability, fitness for a particular purpose, satisfactory quality and non-infringement, all of which are expressly disclaimed. Licensee acknowledges that Licensor’s sales partner or dealers are not allowed to provide any warranty, guarantee or assurance with regard to the use, suitability, or results of use of the Software, or with regard to the precision, accuracy or reliability thereof, and any such warranty, guarantee or assurance is of no effect. It shall be the responsibility of Licensee to select the Software that fulfils its requirements. Licensee shall bear the full risk for the performance of and results achieved by the Software and for its suitability for the use that Licensee has planned for it, even when Licensor has been informed of the planned use of the Software. Licensor shall be relieved of its obligations under the foregoing express warranty to the extent that any defect is caused by circumstances for which it is not responsible, including, without limitation, (a) non-compliance with the conditions of use and operation contained in the Product description or the documentation; (b) non-compliance with the provisions of this License Agreement; (c) unauthorized modifications to or interference with the Software by Licensee or third parties; (d) errors in the operation of the Software by Licensee or by third party staff; (e) influences from systems or programs that have not been supplied by Licensor; or (f) use on a computer facility other than the Specified Computer Facility. In the event that Licensor is not responsible for a defect pursuant to these warranty provisions or that Licensor incurs additional expenditure as a result of the failure of Licensee to comply fully with its obligations under this Section 3 (including, without limitation, its obligation to support and provide documentation to Licensor), Licensor shall have the right to charge Licensee for the costs that it incurs for the analysis and rectification of the defect according to the time and materials required and in accordance with the applicable rates charged by Licensor at the time.