Product Representations and Warranties. Supplier represents and warrants to Customer, with respect to the Products, [****]:
(i) Supplier has good title to all Products, [****];
(ii) there are no liens or encumbrances on or against any Products, [****];
(iii) Customer’s purchase and use of the Products, [****] as provided by Supplier, shall be free from any claim of infringement or misappropriation of the intellectual property rights of a third party; provided that this representation and warranty does not apply to the extent that a claim is based on or arises from (A) alterations of the Products made by or behalf of Customer, (B) improper use of the Products, or (C) use or combination of the Products with programs, data or devices not supplied by Supplier where use of the Products would be non-infringing without such use or combination of the Products with such programs, data or devices not supplied by Supplier.
Product Representations and Warranties. Retailer represents and warrants that its Inventory and each Product it sells or offers to sell on Xxxxxxx.xxx Marketplace or tenders to Xxxxxxx.xxx for WFS Services complies with all applicable Laws and regulations, including without limitation Hazardous Materials regulations, Federal Insecticide, Fungicide, and Rodenticide Act (FIFRA), the Textile Fiber Products Identification Act, the Fur Products Labeling Act, the Consumer Product Safety Act, the National Traffic and Motor Vehicle Safety Act, the Wool Products Labeling Act, rules and regulations of the Federal Communications Commission, and state regulations such as air quality standards enforced by the California Air Resources Board, and Safe Drinking Water and Toxic Enforcement Act of 1986 (Prop 65). Retailer acknowledges that it is solely responsible for disclosing all relevant information regarding its Inventory and each Product to ensure that Xxxxxxx.xxx can properly and legally handle, store, ship, and dispose of such Product.
Product Representations and Warranties. Vendor hereby represents and warrants, and Vendor shall be solely responsible, that each Product, including all portions thereof and any related packaging and packaging content, shall: (i) comply in all respects with all applicable Official Mexican Standards (Normas Oficiales Mexicanas), ordinances, standards of governmental authorities and courts, as well as international standards applicable thereto, including, but not limited to, those pertaining to safety and health, hazardous/toxic substances, which may apply to the Products or this Agreement (“Laws”), (ii) be new, of merchantable quality, fit for its intended purpose, and suitable for its end use, (iii) be free from any liens, encumbrances, and defects in title, design, materials or workmanship and of good and merchantable quality, (iv) conform to all applicable specifications and standards and match the description, assortment, shipping unit, case pack, and quantity prescribed in the applicable Order; (v) be manufactured following current good manufacturing practice that is at least consistent with industry standards; (vi) not be adulterated, mislabeled or misbranded within the meaning of any Law or otherwise; (vii) accurately represent in its packaging the weights, measures and sizes of the Product; (viii) not be produced or packaged in violation of any Laws, human rights (including, without limitation the use of child or forced labor), or DGMX’s Restricted Chemical Policy found in the Dollar General Corporation’s Serving Others Report (the current version of the Serving Others Report is available at: xxxx://xxx.xxxxxxxxxxxxx.xxx under About Us/Corporate Social Responsibility); and (ix) not infringe or misappropriate or contribute to infringement of any domestic or foreign patent, copyright, trademark, trade secret, trade dress or other proprietary rights, or be considered a counterfeit of the product of a third party. The foregoing representations and warranties shall survive inspection, delivery and payment for Products. The Vendor hereby acknowledges and fully understands that the representations, warranties and promises referred in this paragraph constitute a determining factor for the consent and willingness of DGMX to enter into this agreement. If (i) during the period ending 6 months after final acceptance of the Products, or (ii) at any time with respect to liens, title or latent defects, the Products or parts thereof are found to be defective or otherwise fail to conform to the warranties,...
Product Representations and Warranties. AstraZeneca represents and warrants to Impax that at the time of shipment of each Supplied Product to Impax, such Supplied Product shall (i) have been Manufactured in accordance with applicable GMP, (ii) have been Manufactured in accordance with the specifications set forth in the applicable NDA, (iii) not be adulterated or misbranded under the FFDCA or any other Applicable Law, (iv) may be introduced into interstate commerce under the FFDCA, and (v) have an expiration date in accordance with Section 8.12. Upon transfer by AstraZeneca of title and risk of loss of each Supplied Product, as provided in Section 8.13.2 or pursuant to the [***], good and valid title to such Supplied Product sold hereunder will be conveyed by AstraZeneca to Impax free and clear of any encumbrances.
Product Representations and Warranties. Inverness Japan represents and warrants that each of the Products delivered to Xxxxxx Japan hereunder shall be:
(a) manufactured in accordance with Applicable Laws, cGMPs, Product Specifications and any other applicable requirements of Regulatory Authorities;
(b) free from defects in material and workmanship until the expiration of its shelf life as indicated on the packaging (the “Warranty Period”); and
(c) free and clear of any third party Encumbrance.
Product Representations and Warranties. 5.4.1. Par warrants that it will use reasonable commercial efforts to market, promote and sell the Product and will comply with all Applicable Laws in the conduct of activities with respect to handling, storage, distribution, marketing, promoting and selling of Product.
Product Representations and Warranties. The Supplier represents and warrants to Xxxxxxx with respect to each delivery of Product as follows:
(A) Product has been manufactured in compliance with the Specifications, is new, and is free from defects in materials and workmanship and conforms in all respects to agreed samples. Product is adequately contained, packaged, marked, and labeled. Product is merchantable and is safe and appropriate for the purpose for which goods of that kind are normally used and shall be suitable for food contact applications as defined by the FDA and, for product destined for the Canadian market, the Canadian equivalent of the FDA Notwithstanding the foregoing, Supplier shall not be responsible for Product [*] provided that Supplier fully complies with all of the Quality Control procedures and standards contained in the Product Instruction Handbook with respect to the inspection and testing [*]. For the avoidance of any doubt, Supplier shall be responsible for Product defects caused by Supplier’s breach of any such Quality Control requirements applicable to the valves and zippers.
(B) Supplier has conveyed to Xxxxxxx good title to the Products, free from any lawful security interest, lien, or encumbrance.
(C) Supplier and Supplier’s facilities comply with all applicable laws relating to the manufacture, storage and sale of the Product, including import and export compliance. Xxxxxxx may audit Supplier’s compliance with applicable laws, rules, regulations and the like, including a safety and environmental audit.
(D) To Supplier’s best knowledge, neither Products nor Supplier’s methods and means of manufacturing Products infringe a valid patent, copyright, design right, or trade secret of a third party.
(E) Waste material generated in connection with the production of the Products, as well as any other products manufactured by Supplier at its facility, has been or will be disposed of in strict compliance with applicable laws. Upon request, Supplier shall certify its compliance with such laws.
(F) Supplier is authorized to enter into and perform this Agreement and will not breach any obligations owed to another person by performing this Agreement.
(G) Product, Product constituents, and production methodologies comply with all applicable laws, regulations and government directives, including, but not limited to the Toxic Substances Control Act.
Product Representations and Warranties. SPNC represents and warrants the following with respect to Products to be supplied to USSC: (i) the Products will conform to mutually agreed upon specifications and will be free of defects in materials and workmanship; (ii) will be manufactured in accordance with all applicable regulatory provisions, including without limitation, applicable FDA regulations as to "Good Manufacturing Practices" including those recited for medical devices set forth at 21 C.F.R. Section 820, as amended from time to time, and the "Establishment Regulation and Device Listing for Manufacturers of Devices" set forth at 21 C.F.R. Section 807, as amended from time to time, and ISO 9001; (iii) will not be adulterated or misbranded within the meaning of the United States Food, Drug and Cosmetic Act of 1938, as amended, and the regulations promulgated thereunder; (iv) the Products will be free and clear of all liens, security interests, charges and encumbrances of any kind or amount; and (v) will conform to SPNC's standard representations and warranties for sale of * set forth on *, attached hereto (the "Warranty"). ------------------- * This portion marked with an asterisk has been omitted pursuant to a request for confidential treatment and filed separately with the Commission.
Product Representations and Warranties. Product Replacement
Product Representations and Warranties. 8.1 Warranties on Products are limited exclusively to the express warranties set forth in the Company's price list (if any) and Product labeling and any other warranties of any kind or description, including warranties of merchantability or fitness, express or implied, are disclaimed unless otherwise specifically stated in writing by the Company. Representative shall limit its statements and claims regarding the Products, including safety and efficacy, to those that are consistent with the Company's labeling and promotional materials for the Products. In marketing the Products, Representative and its Personnel shall use only the promotional materials provided by the Company; and neither Representative nor its Personnel shall develop, create or use any other promotional material or literature for the marketing of Products.
8.2 Representative shall not make any representations and/or warranties for any Products other than provided in Section 8.1. In the event Representative subjects itself to liability to a user-customer by failing to conduct its activities in accordance with the preceding sentence, then Representative alone shall be responsible to the user-customer, and Representative shall not have any recourse against the Company for such matter.
