Common use of PERFORMANCE/ WARRANTIES Clause in Contracts

PERFORMANCE/ WARRANTIES. Supplier warrants and undertakes that the Deliverables will be free from defects in material and workmanship and will conform to any specifications or requirements in the Agreement or agreed upon by the Parties in writing. Supplier warrants that if any Deliverable(s) fails to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refund; or (ii) promptly replace or reperform the Deliverable(s) at no charge. All Deliverables will be subject to an inspection and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement. Supplier warrants and undertakes that (a) the Deliverables shall be performed in accordance with best industry standards; (b) any persons involved will have the necessary skill, experience and expertise to provide the Deliverables pursuant to the Agreement;(c) it shall direct its personnel to comply with Accenture’s health, safety, and security instructions, when at Accenture’s premises; (d) it is knowledgeable and will remain in full compliance with all applicable laws, regulations to which it is or becomes subject, including export and import laws, regulations and policies and that it will make all filings and registrations with appropriate governmental bodies and authorizations required to provide the Deliverables and(e) in case of products, the Deliverables are new and do not contain used or reconditioned parts unless Accenture agrees in writing.

PERFORMANCE/ WARRANTIES. 2.1 Supplier warrants and undertakes that the Deliverables and/or Services will be free from defects in material and workmanship and will conform to comply with: (i) any specifications or requirements in the Agreement or agreed upon by the Parties in writing, and (ii) all national, international, and European Union standards binding in the Republic of Poland on a delivery date. Furthermore, Supplier warrants and undertakes that if Deliverables will be performed with the highest professional diligence and with no defects or faults in material and workmanship. If any Deliverable(s) Deliverable(s)and / or Services fails to meet any such specifications or requirements specified in the Agreement or is otherwise nonconformingnonconforming or inconsistent with the applicable laws, Supplier will, at its own cost and expense and within 10 7 (seven) days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-7- day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refundrefund of the amounts paid by Accenture; or (ii) promptly replace rejected Deliverable(s) or reperform the Deliverable(s) rejected Services at no chargethe Supplier cost. All Deliverables will be subject to an inspection and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement. 2.2 In the event Deliverables are found to be defective, Accenture shall be entitled to rights under the statutory warranty for defects modified by the provisions of these terms, as well as rights under the warranty based on a warranty document, which Supplier is to submit in line with Deliverables (if such separate document is not submitted, it shall be deemed that the Agreement constitutes the warranty document). Accenture shall be entitled to exercise such rights within a period of 1 (one) year from the date of Deliverables’ acceptance by Accenture, within a period resulting from the warranty document, or within a statutory period (if applicable). The selection of a basis for lodging claims shall be at Accenture’s discretion. Accenture shall report a disclosed defect of any Deliverable(s) to Supplier immediately in writing or via e-mail, not later however than within 14 (fourteen) days from the disclosure of defect, requesting Supplier to perform a repair or supply such Deliverables which are free of defects, according to the discretionary decision of Accenture and free of any charge. The delivery of Deliverables in the performance of the statutory warranty obligations will be subject to the same requirements and warranty procedures that apply to the new delivery. Supplier warrants and undertakes that shall be obliged to repair defected item or provide Accenture with free of defects item within a period of 14 (afourteen) days from the Deliverables defect notice, unless parties agree otherwise in the applicable purchase order. The provisions above shall be performed in accordance with best industry standards; (b) not limit Accenture’s right to withdraw from the applicable purchase order, or any persons involved will have the necessary skill, experience and expertise other rights pertaining to provide the Deliverables Accenture pursuant to the Agreement;(c) it shall direct its personnel to comply with Accenture’s health, safety, and security instructions, when at Accenture’s premises; (d) it is knowledgeable and will remain in full compliance with all applicable laws, regulations to which it is or becomes subject, including export and import laws, regulations and policies and that it will make all filings and registrations with appropriate governmental bodies and authorizations required to provide the Deliverables and(e) in case provisions of products, the Deliverables are new and do not contain used or reconditioned parts unless Accenture agrees in writinglaw.

PERFORMANCE/ WARRANTIES. Supplier warrants and undertakes that the Deliverables will be free from defects in design, material and workmanship workmanship, be fit for purpose intended by Accenture and will conform to any specifications or requirements in the Agreement or agreed upon by the Parties in writingwriting or as prescribed by applicable laws. Supplier warrants that if any Deliverable(s) fails to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refund; or (ii) promptly replace or reperform the Deliverable(s) at no chargecharge or cost to Accenture. Supplier agrees to undertake the repairs or deliver Deliverables in the manner and at the place specified by Accenture. All Deliverables will be subject to an inspection inspection, testing and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement. Supplier warrants and undertakes that (a) the Deliverables shall be performed in accordance with best industry standards; (b) any persons involved will have the necessary skill, experience and expertise to provide the Deliverables pursuant to the Agreement;(c) it shall direct its personnel to comply with Accenture’s healthinspection, safety, and security instructions, when at testing or acceptance of Deliverables does not in any way change or affect the Supplier’s obligations or Accenture’s premises; rights under the Agreement. Nothing in the Agreement shall operate so as to exclude, restrict or modify the application of the Competition and Consumer Xxx 0000 (dCth) it is knowledgeable and will remain in full compliance with all applicable laws, regulations to which it is or becomes subject, including export and import laws, regulations and policies and that it will make all filings and registrations with appropriate governmental bodies and authorizations required to provide the Deliverables and(e) in case of productsany equivalent state or territory legislation, the Deliverables are new and exercise of a right conferred by such a provision, or any liability of either Party for a breach of a condition or warranty implied by such a provision, where this legislation would render it void to do not contain used or reconditioned parts unless Accenture agrees in writingso.

PERFORMANCE/ WARRANTIES. Supplier warrants and undertakes that the Deliverables will be free from defects in material and workmanship and will conform to any specifications or requirements in the Agreement or agreed upon by the Parties in writing. Supplier warrants that if any Deliverable(s) fails to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: (i) provide a full refund; or (ii) promptly replace or reperform the Deliverable(s) at no charge. All Deliverables will be subject to an inspection and acceptance by Accenture, even if the Parties have not set forth any specifications or requirements regarding the Deliverables in the Agreement. Supplier warrants and undertakes that (a) the Deliverables shall be performed in accordance with best industry standards; (b) any persons involved will have the necessary skill, experience and expertise to provide the Deliverables pursuant to the Agreement;(c) it shall direct its personnel to comply with Accenture’s health, safety, and security instructions, when at Accenture’s premises; (d) it is knowledgeable and will remain in full compliance with all applicable laws, regulations to which it is or becomes subject, including export and import laws, regulations and policies and that it will make all filings and registrations with appropriate governmental bodies and authorizations required to provide the Deliverables and(eDeliverables; and (e) in case of products, the Deliverables are new and do not contain used or reconditioned parts unless Accenture agrees otherwise in writing.

PERFORMANCE/ WARRANTIES. Supplier warrants (a) For six (6) months following the Effective Date (the “Warranty Period”), Streamline shall have the opportunity to test and undertakes assess the Licensed Software and determine whether it materially complies with the Software Documentation. In the event that the Deliverables will be free from defects in material and workmanship and will Licensed Software materially fails to conform to any specifications the Software Documentation or requirements contains a material bug (each such occurrence, an “Issue”), then the royalties payable to Montefiore hereunder shall be offset by the actual costs incurred by Streamline to fix each Issue incurred in the Agreement or agreed upon by twelve (12) months following discovery of such Issue(s) within the Parties in writing. Supplier Warranty Period, subject to an aggregate maximum cap of $108,000. (b) Montefiore represents and warrants that it has the right to grant and convey the rights that are granted and conveyed to Streamline in this Contract. Montefiore warrants that Streamline’s exercise of the rights granted in this Contract and Streamline’s use of the Transferred Materials as contemplated in this Contract will not infringe, violate or misappropriate the Intellectual Property Rights or other proprietary rights in the United States, Canada or Mexico of any third party, provided that this representation and warranty shall not apply to modified versions of the Transferred Materials, if the relevant infringement, violation or misappropriation would have been avoided absent the modification. Montefiore represents that there are no suits or other legal actions pending, or, to Montefiore’s knowledge, threatened against Montefiore or its Affiliates alleging infringement, violation or misappropriation of any Deliverable(sIntellectual Property Rights related to any Transferred Materials. (c) fails Montefiore represents and warrants to meet any such specifications or requirements or is otherwise nonconforming, Supplier will, at its own cost and expense and within 10 days of its receipt of written notice of such failure, either correct such deficiency or provide a plan acceptable to Accenture for correcting such deficiency. If such deficiency is not corrected within such 10-day period or a corrective plan is not accepted by Accenture, Accenture will have the option to require Supplier to: knowledge (i) provide that the Licensed Software is not subject to any license or agreement requiring, as a full refundcondition of its integration and/or distribution, that any software into which it is integrated and/or with which it is distributed must be distributed in the form of source code and/or without charge; and (ii) that Streamline’s exercise of the licenses granted under this Contract, including distribution of the Licensed Software, will not impose or purport to impose upon Streamline or any third party any duty to distribute any software whatsoever in source code form and/or without charge. (d) Montefiore represents and warrants that (i) immediately prior to delivery of the Licensed Software and any other computer files delivered under this Contract, it will have scanned all such Licensed Software and other files using up-to-date, industry-standard anti-virus software, and (ii) at the time of delivery to Streamline, the Licensed Software and all such computer files will not, to Montefiore’s knowledge after performing such anti-virus scan, contain any computer viruses or any code designed to disable or damage either the Licensed Software or any other software, data or computer systems whatsoever. Montefiore also represents and warrants that, the Licensed Software as delivered does not and will not contain any functionality (i) that requires remote activation, either initially or periodically, using software “keys,” hardware dongles, or other mechanisms; (ii) that requires any communications with remote servers for purposes of verifying or auditing Streamlines’ or its customers’ use of the Licensed Software; (iii) that, with the passage of time, will disable further use of the Licensed Software or require removal or reinstallation thereof; or (iiiv) promptly replace that enables Montefiore or reperform any third party to remotely disable the Deliverable(sLicensed Software, for purposes of “self-help” or otherwise. (e) at Subject to the disclosures on Exhibit C to this Contract, Montefiore represents and warrants that the U.S. Governments neither holds nor claims any title, license or other right whatsoever in or to the Licensed Software. (f) Montefiore represents and warrants that, from and after the Effective Date, no charge. All Deliverables will be subject Affiliate of Montefiore holds or claims any title, license or other right whatsoever in or to an inspection the Licensed Software other than the licenses granted back to Montefiore and acceptance by Accenture, even if the Parties have not its Affiliates as set forth in any specifications separate mutually executed agreement by and between Montefiore and Streamline pursuant to which such rights may be granted. (g) Montefiore represents and warrants that no Contributor holds, has asserted or requirements regarding claims any title, license or other right whatsoever in or to the Deliverables Licensed Software. Montefiore represents that each and every Contributor contributed to the Licensed Software as an employee of Montefiore and has executed an enforceable written agreement pursuant to which he or she has irrevocably assigned to Montefiore any and all Intellectual Property Rights or other interests whatsoever that he or she may hold with respect to the Licensed Software and Software Documentation. (h) Montefiore represents and warrants that neither Montefiore nor any of its Affiliates has granted any rights to any third party inconsistent with the rights granted in this Contract. Without limiting the Agreement. Supplier warrants and undertakes that (a) the Deliverables shall be performed in accordance with best industry standards; (b) any persons involved will have the necessary skillforegoing, experience and expertise to provide the Deliverables except pursuant to the Agreement;(cExisting Customer Agreement, Montefiore represents and warrants that neither Montefiore nor any of its Affiliates has granted any license whatsoever in or to the Licensed Software. (i) it shall direct its personnel to comply with Accenture’s healthSTREAMLINE ACKNOWLEDGES AND AGREES THAT THE REPRESENTATIONS AND WARRANTIES PROVIDED BY MONTEFIORE WITH RESPECT TO THE LICENSED SOFTWARE AND THE SOFTWARE DOCUMENTATION ARE IN LIEU OF ANY OTHER WARRANTY, safetyAND MONTEFIORE HEREBY EXPRESSLY DISCLAIMS ANY OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE LICENSED SOFTWARE OR THE SOFTWARE DOCUMENTATION, and security instructionsEXPRESS OR IMPLIED, when at Accenture’s premises; (d) it is knowledgeable and will remain in full compliance with all applicable lawsINCLUDING, regulations to which it is or becomes subjectWITHOUT LIMITATION, including export and import lawsANY IMPLIED REPRESENTATION OR WARRANTY OF MERCHANTABILITY, regulations and policies and that it will make all filings and registrations with appropriate governmental bodies and authorizations required to provide the Deliverables and(e) in case of productsFITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF NON-INFRINGEMENT. MONTEFIORE DOES NOT WARRANT THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. FOR AVOIDANCE OF DOUBT, the Deliverables are new and do not contain used or reconditioned parts unless Accenture agrees in writingEXCEPT AS EXPRESSLY REPRESENTED OR WARRANTED IN THIS CONTRACT, STREAMLINE ACKNOWLEDGES THAT THE LICENSED SOFTWARE IS PROVIDED “AS IS.”