Common use of Quality of Products Clause in Contracts

Quality of Products. 5.1 Ornua warrants that on delivery the Products shall conform in all material respects with the applicable Product Specification.‌‌ 5.2 Subject to clause 5.3, Ornua shall, at its option, repair or replace any defective Products or refund the price of any defective Products in full if: (a) the Customer gives notice in writing within a reasonable time of discovery (but no later than 5 days from discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1 or of whole or partial non-delivery or shortages;‌ (b) Ornua is given a reasonable opportunity of examining any allegedly defective Products; and (c) the Customer (if asked to do so by Xxxxx) returns such Products to Ornua's place of business. 5.3 Ornua shall not be liable for the Products' failure to comply with the warranty in clause 5.1 if:‌ (a) the Customer makes any further use of such Products after giving a notice in accordance with clause 5.2;‌ (b) the defect arises because the Customer failed to follow Ornua's oral or written instructions as to the storage, handling or use of the Products or (if there are none) good trade practice; (c) the defect arises as a result of Ornua following any drawing, design or specification supplied by the Customer; (d) the defect arises as a result of Ornua using any ingredients, packaging or other raw materials supplied by the Customer or sourced from a third party specified by the Customer for use by Ornua in the manufacture or processing of the Products (Customer Supplied Materials); (e) the Customer alters or repairs such Products without the written consent of Ornua; (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or‌ (g) the Products differ from their description or the Product Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.4 These Conditions shall apply to any repaired or replacement Products supplied by Ornua. 5.5 The Customer must notify Ornua in writing of any seizures of Products for whatever reason and deliver full particulars to Ornua within 5 Business Days of the date of the seizure supported by certificates signed by a recognised public health official or official of a recognised regulatory body giving all relevant details including any time-limits or other conditions and the reason for any seizure. 5.6 No warranty is given by Ornua and Ornua shall have no liability in respect of the following: (a) where the Products are packaged under the Customer’s own label or in accordance with the instructions of the Customer, that the information on the packaging of the Products (for example the integration of technical data such as nutritional information for consumers and the identification of ingredients) complies with applicable laws in the respective country of sale; (b) that the Products may lawfully be supplied or offered for sale outside the country of delivery unless supply for a particular country is expressly stated in the Product Specification; or‌ (c) that the Products are suitable for mixing, blending, compounding with or incorporating into other goods or products, unless expressly stated in the Product Specification. 5.7 The Customer must observe (including before title to the Products passes) storage, handling and transportation conditions suitable for the Products and proper stock rotation in the case of all Products and must not release Products for sale or distribution where, because of their age or having regard to the time normally taken in the progress of Products along the distribution chain, they could not reasonably be expected to reach the ultimate consumer in a fresh and wholesome state and before the end of their recommended shelf life. 5.8 The Customer must not obscure, remove, conceal or otherwise interfere with any markings or other indication of source or origin on any Products or their labelling or packaging.

Quality of Products. 5.1 Ornua warrants that on delivery the Products shall conform in all material respects with the applicable Product Specification.‌‌ 5.2 Subject to clause 5.3, Ornua shall, at its option, repair or replace any defective Products or refund the price of any defective Products in full if: (a) the Customer gives notice in writing within a reasonable time of discovery (but no later than 5 days from discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1 or of whole or partial non-delivery or shortages;‌ (b) Ornua is given a reasonable opportunity of examining any allegedly defective Products; and (c) the Customer (if asked to do so by Xxxxx) returns such Products to Ornua's place of business. 5.3 Ornua shall not be liable for the Products' failure to comply with the warranty in clause 5.1 if:‌ (a) the Customer makes any further use of such Products after giving a notice in accordance with clause 5.2;‌ (b) the defect arises because the Customer failed to follow Ornua's oral or written instructions as to the storage, handling or use of the Products or (if there are none) good trade practice; (c) the defect arises as a result of Ornua following any drawing, design or specification supplied by the Customer;Customer;‌ (d) the defect arises as a result of Ornua using any ingredients, packaging or other raw materials supplied by the Customer or sourced from a third party specified by the Customer for use by Ornua in the manufacture or processing of the Products (Customer Supplied Materials); (e) the Customer alters or repairs such Products without the written consent of Ornua; (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or‌or (g) the Products differ from their description or the Product Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.4 These Conditions shall apply to any repaired or replacement Products supplied by Ornua.Ornua.‌ 5.5 The Customer must notify Ornua in writing of any seizures of Products for whatever reason and deliver full particulars to Ornua within 5 Business Days of the date of the seizure supported by certificates signed by a recognised public health official or official of a recognised regulatory body giving all relevant details including any time-limits or other conditions and the reason for any seizure. 5.6 No warranty is given by Ornua and Ornua shall have no liability in respect of the following:following:‌ (a) where the Products are packaged under the Customer’s own label or in accordance with the instructions of the Customer, that the information on the packaging of the Products (for example the integration of technical data such as nutritional information for consumers and the identification of ingredients) complies with applicable laws in the respective country of sale; (b) that the Products may lawfully be supplied or offered for sale outside the country of delivery delivery, unless supply for a particular country is expressly stated in the Product Specification; or‌ (c) that the Products are suitable for mixing, blending, compounding with or incorporating into other goods or products, unless expressly stated in the Product Specification. 5.7 The Customer must observe (including before title to the Products passes) storage, handling and transportation conditions suitable for the Products and proper stock rotation in the case of all Products and must not release Products for sale or distribution where, because of their age or having regard to the time normally taken in the progress of Products along the distribution chain, they could not reasonably be expected to reach the ultimate consumer in a fresh and wholesome state and before the end of their recommended shelf life. 5.8 The Customer must not obscure, remove, conceal or otherwise interfere with any markings or other indication of source or origin on any Products or their labelling or packaging.

Quality of Products. 5.1 Ornua The Company warrants that on delivery the Products shall shall: 5.1.1 conform in all material respects with the applicable Product Specification.‌‌their description; and 5.1.2 be free from material defects in design, material and workmanship. 5.2 In addition the Company shall pass to the Customer the benefit of any manufacturer’s warranty in respect of the Products for a period of 30 days from delivery (Warranty Period). 5.3 Subject to clause 5.35.4, Ornua shall, at its option, repair or replace any defective Products or refund the price of any defective Products in full if: (a) 5.3.1 the Customer gives notice in writing within a reasonable time three Business Days of discovery (but no later than 5 days from discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1 or of whole or partial non-delivery or shortages;‌5.1; (b) Ornua 5.3.2 the Company is given a reasonable opportunity of examining any allegedly defective such Products; and (c) 5.3.3 the Customer (if asked to do so by Xxxxxthe Company) returns such Products to Ornuathe Company's place of businessbusiness at the Customer's cost, the Company shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full. 5.3 Ornua 5.4 The Company shall not be liable for the Products' failure to comply with the warranty in clause 5.1 if:‌if: (a) 5.4.1 the Customer makes any further use of such Products after giving a notice in accordance with clause 5.2;‌5.3; (b) 5.4.2 the defect arises because the Customer failed to follow Ornuathe Company's oral or written instructions as to the storage, handling installation, commissioning, use or use maintenance of the Products or (if there are none) good trade practice; (c) 5.4.3 the defect arises as a result of Ornua the Company following any drawing, design or specification Product Specification supplied by the Customer; (d) the defect arises as a result of Ornua using any ingredients, packaging or other raw materials supplied by the Customer or sourced from a third party specified by the Customer for use by Ornua in the manufacture or processing of the Products (Customer Supplied Materials); (e) 5.4.4 the Customer alters or repairs such Products without the written consent of Ornuathe Company; (f) 5.4.5 the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or‌; (g) 5.4.6 the Products differ from their description or the Product Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.4 These Conditions 5.5 Except as provided in this clause 5, the Company shall have no liability to the Customer in respect of the Products' failure to comply with the warranty set out in clause 5.1. 5.6 The terms of these Terms shall apply to any repaired or replacement Products supplied by Ornuathe Company under clause 5.3. 5.5 The Customer must notify Ornua in writing of any seizures of Products for whatever reason and deliver full particulars to Ornua within 5 Business Days of the date of the seizure supported by certificates signed by a recognised public health official or official of a recognised regulatory body giving all relevant details including any time-limits or other conditions and the reason for any seizure. 5.6 No warranty is given by Ornua and Ornua shall have no liability in respect of the following: (a) where the Products are packaged under the Customer’s own label or in accordance with the instructions of the Customer, that the information on the packaging of the Products (for example the integration of technical data such as nutritional information for consumers and the identification of ingredients) complies with applicable laws in the respective country of sale; (b) that the Products may lawfully be supplied or offered for sale outside the country of delivery unless supply for a particular country is expressly stated in the Product Specification; or‌ (c) that the Products are suitable for mixing, blending, compounding with or incorporating into other goods or products, unless expressly stated in the Product Specification. 5.7 The Customer must observe (including before title to the Products passes) storage, handling and transportation conditions suitable for the Products and proper stock rotation in the case of all Products and must not release Products for sale or distribution where, because of their age or having regard to the time normally taken in the progress of Products along the distribution chain, they could not reasonably be expected to reach the ultimate consumer in a fresh and wholesome state and before the end of their recommended shelf life. 5.8 The Customer must not obscure, remove, conceal or otherwise interfere with any markings or other indication of source or origin on any Products or their labelling or packaging.

Quality of Products. 5.1 Ornua 11.1 The Supplier warrants that on delivery Delivery all Products will be of satisfactory quality and (if applicable) will conform to the Specification. 11.2 The warranty contained in clause 11.1 shall not apply unless: 11.2.1 in respect of defects that are apparent on inspection of the Products, the Customer notifies the Supplier in writing, setting out in reasonable detail the nature of the breach of warranty within 14 days after Delivery; 11.2.2 in relation to latent defects, the Customer notifies the Supplier in writing setting out in reasonable detail the nature of the breach of warranty within 14 days after the defect became apparent or ought to have become apparent to the Customer, and in any event within 6 months of the date of Delivery; 11.2.3 after receiving such notice of the defect, the Supplier is given reasonable opportunity to inspect the Products shall conform in all material respects with the applicable Product Specification.‌‌ 5.2 Subject to clause 5.3, Ornua shalland, at its optionthe Supplier's request (acting reasonably), repair or replace any defective Products or refund the price of any defective Products in full if: (a) the Customer gives notice in writing within a reasonable time of discovery (but no later than 5 days from discovery) that some or all of the Products do not comply with are returned to the warranty set out in clause 5.1 or Supplier's place of whole or partial non-delivery or shortages;‌business (at the Customer's risk and cost) for the purpose of inspection; (b) Ornua is given a reasonable opportunity of examining any allegedly defective Products11.2.4 the total price for the Products has been paid by the Customer; and (c) 11.2.5 none of the Customer (if asked to do so by Xxxxx) returns such Products to Ornua's place of businessevents listed in clause 11.3 apply. 5.3 Ornua 11.3 The Supplier shall not be liable for the Products' failure to comply with any breach of the warranty in clause 5.1 if:‌11.1 if: (a) 11.3.1 the Customer makes any further use of such the Products after giving a notice in accordance with clause 5.2;‌11.2; (b) 11.3.2 the defect arises because the Customer failed to follow Ornuathe Supplier's oral or written instructions as to the storage, handling or commissioning, installation, use and maintenance of the Products or (if there are none) good trade practicepractice regarding the same; (c) 11.3.3 the defect arises as a result of Ornua the Supplier following any drawing, design or specification specific requirement or instructions supplied or approved by the CustomerCustomer (including any such thing which may constitute (or form part of) the Specification); (d) 11.3.4 the Customer alters or repairs the Products without the written consent of the Supplier; 11.3.5 the Customer makes further use of or resells a Product after the Supplier gives notice of a defect or the Customer fails to comply with the Supplier's reasonable instructions in relation to a Product hold or recall; 11.3.6 the defect arises as a result of Ornua using any ingredients, packaging or other raw materials supplied by the Customer or sourced from a third party specified by the Customer for use by Ornua in the manufacture or processing of the Products (Customer Supplied Materials); (e) the Customer alters or repairs such Products without the written consent of Ornua; (f) the defect arises as a result of fair reasonable wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or‌or (g) 11.3.7 the Products differ from their description or the Product Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standardsrequirements. 5.4 These Conditions 11.4 If the Customer fails to give notice of rejection in accordance with clause 11.2, it shall be deemed to have accepted the Products. 11.5 If the Customer rejects Products under clause 11.2 then the Customer shall be entitled to: (i) require the Supplier to repair or replace the rejected Products, or (ii) require the Supplier to repay the price of the rejected Products in full. Once the Supplier has complied with the Customer's requirement, it shall have no further liability to the Customer in respect of the rejected Products' failure to comply with clause 11.1. 11.6 The terms of the Contract shall apply to any repaired or replacement Products supplied by Ornuathe Supplier. All Products which have been replaced pursuant to clause 11.5 shall belong the Supplier. 5.5 11.7 To the extent permitted by law and subject to clauses 12.5, the requirement to provide the remedy contained in clause 11.5 shall be the sole extent of the Supplier's liability arising out of or in connection with any breach of clause 11.1 or any other claim relating to the quality the Products. 11.8 The Customer must notify Ornua shall comply with all reasonable instructions of the Supplier in writing relation to any Product hold or Product recall campaign organised in respect of any seizures Products or any other corrective action reasonably taken by or on behalf of Products for whatever reason and deliver full particulars to Ornua within 5 Business Days of the date of the seizure supported by certificates signed by a recognised public health official or official of a recognised regulatory body giving all relevant details including any time-limits or other conditions and the reason for any seizure. 5.6 No warranty is given by Ornua and Ornua shall have no liability Supplier in respect of the following: (a) where Products after Delivery to Customer. Unless required by law, the Products are packaged under Customer may not undertake any Product recall or withdrawal without the Customer’s own label or in accordance with the instructions written permission of the Customer, that the information on the packaging of the Products (for example the integration of technical data such as nutritional information for consumers Supplier and the identification of ingredients) complies with applicable laws only then in the respective country of sale; (b) that the Products may lawfully be supplied or offered for sale outside the country of delivery unless supply for a particular country is expressly stated in the Product Specification; or‌ (c) that the Products are suitable for mixing, blending, compounding with or incorporating into other goods or products, unless expressly stated in the Product Specification. 5.7 The Customer must observe (including before title to the Products passes) storage, handling and transportation conditions suitable for the Products and proper stock rotation in the case of all Products and must not release Products for sale or distribution where, because of their age or having regard to the time normally taken in the progress of Products along the distribution chain, they could not reasonably be expected to reach the ultimate consumer in a fresh and wholesome state and before the end of their recommended shelf life. 5.8 The Customer must not obscure, remove, conceal or otherwise interfere with any markings or other indication of source or origin on any Products or their labelling or packaging.strict

Quality of Products. 5.1 Ornua warrants that on delivery the Products shall conform in all material respects with the applicable Product Specification.‌‌ 5.2 Subject to clause 5.3, Ornua shall, at its option, repair or replace any defective Products or refund the price of any defective Products in full if: (a) the Customer gives notice in writing within a reasonable time of discovery (but no later than 5 days from discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1 or of whole or partial non-delivery or shortages;‌ (b) Ornua is given a reasonable opportunity of examining any allegedly defective Products; and (c) the Customer (if asked to do so by Xxxxx) returns such Products to Ornua's place of business. 5.3 Ornua shall not be liable for the Products' failure to comply with the warranty in clause 5.1 if:‌ (a) the Customer makes any further use of such Products after giving a notice in accordance with clause 5.2;‌ (b) the defect arises because the Customer failed to follow Ornua's oral or written instructions as to the storage, handling or use of the Products or (if there are none) good trade practice; (c) the defect arises as a result of Ornua following any drawing, design or specification supplied by the Customer; (d) the defect arises as a result of Ornua using any ingredients, packaging or other raw materials supplied by the Customer or sourced from a third party specified by the Customer for use by Ornua in the manufacture or processing of the Products (Customer Supplied Materials); (e) the Customer alters or repairs such Products without the written consent of Ornua; (f) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or‌ (g) the Products differ from their description or the Product Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standards. 5.4 These Conditions shall apply to any repaired or replacement Products supplied by Ornua. 5.5 The Customer must notify Ornua in writing of any seizures of Products for whatever reason and deliver full particulars to Ornua within 5 Business Days of the date of the seizure supported by certificates signed by a recognised public health official or official of a recognised regulatory body giving all relevant details including any time-limits or other conditions and the reason for any seizure. 5.6 No warranty is given by Ornua and Ornua shall have no liability in respect of the following: (a) where the Products are packaged under the Customer’s own label or in accordance with the instructions of the Customer, that the information on the packaging of the Products (for example the integration of technical data such as nutritional information for consumers and the identification of ingredients) complies with applicable laws in the respective country of sale; (b) that the Products may lawfully be supplied or offered for sale outside the country of delivery delivery, unless supply for a particular country is expressly stated in the Product Specification; or‌ (c) that the Products are suitable for mixing, blending, compounding with or incorporating into other goods or products, unless expressly stated in the Product Specification. 5.7 The Customer must observe (including before title to the Products passes) storage, handling and transportation conditions suitable for the Products and proper stock rotation in the case of all Products and must not release Products for sale or distribution where, because of their age or having regard to the time normally taken in the progress of Products along the distribution chain, they could not reasonably be expected to reach the ultimate consumer in a fresh and wholesome state and before the end of their recommended shelf life. 5.8 The Customer must not obscure, remove, conceal or otherwise interfere with any markings or other indication of source or origin on any Products or their labelling or packaging.

Quality of Products. 5.1 Ornua Company warrants that on delivery, and for a period of 12 months from the date of delivery (“Warranty Period”), the Products shall conform in all material respects with the their description and any applicable Product Specification.‌‌Specification. ALL OTHER WARRANTIES OR CONDITIONS (WHETHER EXPRESS OR IMPLIED) AS TO QUALITY, CONDITION, DESCRIPTION, COMPLIANCE WITH SAMPLE, MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR PURPOSE (WHETHER STATUTORY OR OTHERWISE AND WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE) OTHER THAN THOSE EXPRESSLY SET OUT IN THE CONTRACT ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. 5.2 Subject to clause Section 5.3, Ornua shall, at its option, repair or replace any defective Products or refund the price of any defective Products in full if: (a) the Customer gives notice in writing to Company during the Warranty Period within a reasonable time five (5) Business Days of discovery (but no later than 5 days from discovery) that some or all of the Products do not comply with the warranty set out in clause 5.1 or of whole or partial non-delivery or shortages;‌Section 5.1; (b) Ornua Company is given a reasonable opportunity of examining any allegedly defective to examine such Products; and (c) the Customer (if asked to do so by XxxxxCompany) returns such Products to Ornua's Company’s place of businessbusiness at the Customer’s cost, Company shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full. 5.3 Ornua Company shall not be liable for the Products' any Product’s failure to comply with the warranty set out in clause Section 5.1 if:‌if: (a) the Customer makes (or permits) any further use of such Products after giving a notice in accordance with clause 5.2;‌Section 5.2; (b) the defect arises because the Customer failed to follow Ornua's Company’s oral or written instructions as to the storage, handling or commissioning, assembly, installation, testing, use and maintenance of the Products or (if there are noneno such instructions) good trade practicepractice regarding the same; (c) the defect arises as a result of Ornua Company following any drawingdesign, design instruction or specification supplied by the Customer; (d) the defect arises as a result of Ornua using any ingredients, packaging or other raw materials supplied by the Customer or sourced from a third party specified by the Customer for use by Ornua in the manufacture or processing of the Products (Customer Supplied Materials); (e) the Customer alters or repairs such Products without the prior written consent of OrnuaCompany; (fe) the defect arises as a result of fair wear and tear, wilful willful damage, negligence, or abnormal storage or working conditions; or‌; (gf) the Products differ from their description or in the Product Specification as a result of changes made to ensure they comply with applicable statutory or regulatory standardsrequirements; and/or (g) the Customer has not paid for the Products in full, by the relevant due date. 5.4 Except as provided in this Article 5, Company shall have no liability to the Customer in respect of any Product’s failure to comply with the warranty set out in Section 5.1. 5.5 These Conditions shall apply to any repaired or replacement Products supplied by Ornua. 5.5 The Customer must notify Ornua in writing of any seizures of Products for whatever reason and deliver full particulars to Ornua within 5 Business Days of the date of the seizure supported by certificates signed by a recognised public health official or official of a recognised regulatory body giving all relevant details including any time-limits or other conditions and the reason for any seizureCompany. 5.6 No Where the Products are not manufactured by Company, the warranty is given by Ornua period and Ornua its terms shall have no liability in respect be limited to such warranty as Company receives from the manufacturer(s) of the following:Products and Company shall use reasonable efforts to transfer to the Customer the benefit of any warranty or guarantee given to Company. (a) 5.7 The Products are sold on the basis that that the Customer has satisfied itself as to the suitability of the Products for use or resale by the Customer in accordance with the Customer’s specialized knowledge and skill. In particular, Company expressly disclaims all warranties that use of the Products or any part thereof will result in any economic advantage, increase in profits or reduction in costs for the Customer. 5.8 Company reserves the right to make any changes in the Specification that are required to conform with any applicable statutory or regulatory requirements or, where the Products are packaged under the Customerto be supplied to Company’s own label or in accordance with the instructions of the Customerspecification, that the information on the packaging of the Products (for example the integration of technical data such as nutritional information for consumers and the identification of ingredients) complies with applicable laws in the respective country of sale; (b) that the Products may lawfully be supplied do not materially affect their quality or offered for sale outside the country of delivery unless supply for a particular country is expressly stated in the Product Specification; or‌ (c) that the Products are suitable for mixing, blending, compounding with or incorporating into other goods or products, unless expressly stated in the Product Specificationperformance. 5.7 The Customer must observe (including before title to the Products passes) storage, handling and transportation conditions suitable for the Products and proper stock rotation in the case of all Products and must not release Products for sale or distribution where, because of their age or having regard to the time normally taken in the progress of Products along the distribution chain, they could not reasonably be expected to reach the ultimate consumer in a fresh and wholesome state and before the end of their recommended shelf life. 5.8 The Customer must not obscure, remove, conceal or otherwise interfere with any markings or other indication of source or origin on any Products or their labelling or packaging.