Representations, Warranties and Guarantees. By acceptance of the Kroger Purchase Order, Vendor makes the following representations, warranties and guarantees:
a. The Products shipped, as of the date of shipment, comply with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug and Cosmetic Act, as amended, (“FDCA”), including, without limitation, the Food Additives Amendment as further amended and Food Safety Modernization Act (“FSMA”)and also comply with, and are not adulterated or misbranded within the meaning of, any states’ food and drug law; do not violate Section 301 or any other provisions of the FDCA; are not articles that may not be introduced into interstate commerce pursuant to Sections 404, 505 of 512 of the FDCA, the Federal Hazardous Substances Act (“FHSA”), or otherwise; if meat, poultry and egg products comply with the Federal Meat Inspection Act, Poultry Products Inspection Act and Egg Product Inspection Act respectively; conform to all applicable Consumer Product Safety Act (“CPSA”) rules, bans, standards or regulations, and if sold in California, Proposition 65 Standards, and California Air Resources Board 93120 formaldehyde emissions; and furthermore comply with all other applicable federal, state and local laws, rules and regulations.
b. The Products are not produced by Vendor or other businesses acting under any exemptions pursuant to FSMA, including, but not limited to, exemptions for qualified farms and facilites; Vendor will only utilize other vendors and service providers that comply with FSMA and do not claim exemptions even if they are or might be exempt based on the businesses’ size and/or sales within a local marketplace.
c. Vendor expressly agrees to serve as the Foreign Supplier Verification Program (“FSVP”) Importer as that term is defined in 21 CFR § 1.500 (“FSVP Importer”), identify itself pursuant to 21 CFR §
1. 509 as the FSVP Importer in each line entry of Products offered for importation, and perform all other applicable requirements pursuant to 21 CFR Part 1 Subpart L. In all circumstances where both Vendor and Kroger fall within the definition of FSVP Importer, Vendor agrees to serve as the FSVP Importer. This provision shall not apply in circumstances where Kroger is the sole person falling within the definition of FSVP Importer.
d. Vendor acknowledges Kroger shall reject any load of Products (including Products subject to the Perishable Agricultural Commodities Act) for violations of the Sanitary Food Transportation Act (Secti...
Representations, Warranties and Guarantees. By acceptance of an Order, Supplier represents, warrants and guarantees that:
(a) The Merchandise will be new and not used, remanufactured, reconditioned or refurbished, and will comply with all specifications contained in such Order and will be of equal or better quality as all samples delivered to Company;
(b) The Merchandise is genuine and is not counterfeit, adulterated, misbranded, falsely labeled or advertised or falsely invoiced within the meaning of any applicable local, state or federal laws or regulations;
(c) The Merchandise has been labeled, advertised and invoiced in accordance with the requirements (if applicable) of the Wool Products Labeling Act of 1939, the Fur Products Labeling Act, the Textile Fiber Products Identification Act and any other applicable local, state or federal laws or regulations, and the sale of the Merchandise by Company does not and will not violate any such laws;
(d) Reasonable and representative tests made in accordance with the requirements of the Flammable Fabrics Act (if applicable) show that the Merchandise is not so highly flammable as to be dangerous when worn by individuals;
(e) The Merchandise is properly labeled as to content as required by applicable Federal Trade Commission Trade Practice Rules, the Fair Labor Standards Act, the Federal Food, Drug and Cosmetics Act and similar local, state or federal laws, rules or regulations;
(f) The Merchandise shall be delivered in good and undamaged condition and shall, when delivered, be merchantable and fit and safe for the purposes for which the same are intended to be used, including but not limited to consumer use;
(g) The Merchandise does not infringe upon or violate any patent, copyright, trademark, trade name, trade dress, trade secret or, without limitation, any other rights belonging to others, and all royalties owed by Supplier, if any, have been paid to the appropriate licensor;
(h) All weights, measures, sizes, legends or descriptions printed, stamped, attached or otherwise indicated with regard to the Merchandise are true and correct, and conform and comply with all laws, rules, regulations, ordinances, codes and/or standards of federal, state and local governments relating to said Merchandise;
(i) The Merchandise is not in violation of any other laws, ordinances, statutes, rules or regulations of the United States or any state or local government or any subdivision or agency thereof, including but not limited to all laws and regulations relating to healt...
Representations, Warranties and Guarantees. Any representation, warranty, or guarantee made in this Agreement, or any attestation made pursuant to Section 15.06 of this Agreement, that shall prove to have been false or misleading in any material respect as of the time made or deemed to be made, and such false or misleading representation, warranty, or guarantee is not fully cured within ten (10) days after the responsible Party discovers its error, provided, however, that such period shall be extended for an additional period of up to sixty (60) days if the responsible Party is unable to cure within the initial ten (10) day period so long as such cure is diligently pursued by the responsible Party until such breach has been corrected; or
Representations, Warranties and Guarantees. By acceptance of this PO, Seller warrants for at least twelve (12) months from the date of acceptance or re-sale by Buyer, whichever is later (“Warranty Period”), that all Work: (a) shall be new, suitable for the uses intended, of the grade and quality specified and free from all defects in design, material and workmanship; (b) shall strictly conform to all applicable specifications, drawings, descriptions, samples furnished and other requirements of the PO; (c) shall be adequately packaged and labeled; (d) shall not infringe any patent, trademark, trade secret or copyright, or any other intellectual property, contract or other third party right; (e) shall be of good and merchantable title, free of liens and encumbrances; and (f) are not in violation of any Laws. The foregoing warranties are in addition to all other warranties, expressed or implied, and shall survive delivery, inspection, acceptance and payment by Buyer. If the Work is found not to meet the warranties and guarantees specified herein, Buyer may, within its sole discretion, return such Work to Seller at Seller’s expense, for correction, replacement, re-performance or credit, plus transportation charges. If repair, or replacement, or re-performance of the Work is not timely, Buyer may elect to return, repair, replace, or re-procure the non-conforming Work at Seller’s expense. Any Work corrected, replaced, or re-performed shall be subject to the provisions of this Clause to the same extent as the Work initially furnished hereunder for the remaining Warranty Period or for six (6) months from acceptance of the corrected, replaced or re- performed Work, whichever is longer. Should Buyer’s customer require acceptance of the Work not conforming to this warranty, payment will be made at an equitable reduction in price. This warranty shall run to Buyer, its successors, assigns, customers, and users of its products. These rights granted to Buyer under this Clause are in addition to any rights or remedies provided elsewhere in this PO or in law and equity and shall not be deemed to be exclusive.
Representations, Warranties and Guarantees. Any representation, warranty, or guarantee made in this Agreement that shall prove to have been false or misleading in any material respect as of the time made or deemed to be made, and such false or misleading representation, warranty, or guarantee is not fully cured within ten (10) days after the responsible Party discovers its error, provided, however, that such period shall be extended for an additional period of up to sixty (60) days if the responsible Party is unable to cure within the initial ten (10) day period so long as such cure is diligently pursued by the responsible Party until such breach has been corrected; or
Representations, Warranties and Guarantees. Contractor represents, warrants and covenants (and acknowledges that UVic is relying on such representations, warranties and covenants in entering into this Contract), that: (i) Contractor has the capacity and is authorized to enter into this Contract and perform its obligations under it; (ii) Contractor has good title to the Goods, the right to sell the Goods, and all required permits and approvals in respect of the import, sale and shipping of the Goods; (iii) the Goods are free from any lien or encumbrance in favour of any third party not declared in writing to UVic; (iv) the Goods will conform to all specifications, drawings, samples or descriptions , and are and will be, free from all defects arising from faulty materials, workmanship or design which for a period of 12 months from the date the Goods are delivered or put into use, whichever is later, or such other period as may be specified on the Order; (v) the Goods do not infringe any intellectual property rights of third parties; (vi) it has experience in providing the Services and will provide the Services in a safe, efficient and professional manner in accordance with the terms of this Contract; (vii) it has and will maintain all applicable licenses and permits to perform the Services; and (viii) it shall provide fully trained and qualified individuals to perform the Services. Contractor shall, at UVic's request and without limiting any other rights and remedies of UVic, at its own expense promptly repair or replace non-compliant Goods and correct or cause to be corrected, by repair, replacement or re-performance, any Services that fail to comply with the requirements of the Contract.
Representations, Warranties and Guarantees. With respect to this Agreement, ELPOLP covenants, warrants, guarantees and represents to MORGAN that:
(a) The Work will be accoxxxxxxed in good and workmanlike manner with approved practices and standards of the industry, and with all plans and specifications made a part of this Agreement. ELPOLP shall employ such methods, tools, equipment, and subcontractors in the performance of the Work under this Agreement as will ensure Work of reasonable accuracy.
(b) ELPOLP has authority to do business in the state in which the Work is to be performed.
(c) ELPOLP shall comply with all valid applicable federal, state and local laws, ordinances and regulations thereunder, issued or promulgated by units of government and regulatory bodies with jurisdiction over any aspect of the Work.
(d) Upon completion of the Work, the site as it relates to the Work performed by ELPOLP will comply with the requirements of all permits and all valid and applicable statutes, ordinances, orders, rules and regulations of the federal, state, and local governments having jurisdiction thereof.
(e) During the "Warranty Period" (hereinafter defined), ELPOLP shall repair or correct at its expense any defects due to ELPOLP's faulty workmanship. In any event, ELPOLP's liability therefor shall be limited to the Contract Price. ELPOLP's sole obligation to MORGAN with regard to repair or correcxxxx Xork required of any supplier of equipment or materials provided by ELPOLP hereunder and not manufactured by ELPOLP shall be to assign to MORGAN the warranty or guarantee of such supxxxxx and to cooperate and assist MORGAN in MORGAN's enforcement of its remediex xxx if rxxxxxxxx by MORGAN to perform any such repair or correcxxxx Work at cost less such credits as are recovered from such supplier. ELPOLP guarantees the workmanship for a period of twelve (12) months from MORGAN's acceptance of the Work (the "Waxxxxxx Period"). EXCEPT AS SPECIFICALLY WARRANTED BY ELPOLP UNDER THIS AGREEMENT, ELPOLP MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF FITNESS OR MERCHANTABILITY, AND ANY STATUTORY WARRANTIES OR REMEDIES INCONSISTENT WITH THIS CONTRACT ARE EXPRESSLY WAIVED. THE FOREGOING SHALL BE APPLICABLE EVEN IF THE LIABILITY ASSERTED IS BASED ON THE NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OR OTHER FAULT OR STRICT LIABILITY OF THE PARTY TO BE INDEMNIFIED, AND REGARDLESS OF WHETHER THE ACTION OR CLAIM IS BASED IN CONTRACT, TORT, WARRANTY, STATUTE OR OTHERWISE.
Representations, Warranties and Guarantees. 9.1 CONTRACTOR represents, warrants and guarantees that the WORK shall meet all of the requirements set forth in this CONTRACT including the incorporated documents and shall conform to the SCOPE OF WORK (including DESIGN SPECIFICATIONS). CONTRACTOR further represents, warrants and guarantees that the FACILITY shall be capable of achieving the throughput capability of the FACILITY as defined in the SCOPE OF WORK. CONTRACTOR further represents, warrants and guarantees that all materials, equipment, tools and supplies which become a part of the FACILITY shall be new and conform to the SCOPE OF WORK (including DESIGN SPECIFICATIONS). CONTRACTOR warrants that all of the equipment and services furnished under this CONTRACT shall comply in all respects with all the relevant regulations, rulings, orders and standards, promulgated by any regulatory or governmental authority having jurisdiction.
9.2 COMPANY shall notify CONTRACTOR in writing promptly after discovery of any breach of CONTRACTOR’S representations, warranties and guarantees as set forth in this Article 9 which may appear at any time but not later than twelve (12) calendar months after the ACTUAL DTU COMPLETION DATE in the case of failure of the DTU to meet a requirement set forth in this CONTRACT including the incorporated documents or in respect of any other breach of CONTRACTOR’S representations, warranties, and guarantees. In such event, CONTRACTOR shall re-perform the engineering, purchasing services and construction supervision and provide all material, labor and equipment to the extent necessary to correct any breach to make the WORK conform to said representations, warranties and guarantees with all expense thereof to be for CONTRACTOR’S account. If in the course of correcting any such breach CONTRACTOR replaces or renews or repairs any portion of the FACILITY, the provisions of this Article 9.2 shall apply to the portion of the FACILITY so replaced or renewed or repaired until the expiration of twelve (12) calendar months from the date of such replacement or renewal or repair, PROVIDED that specifically in respect of RISER SYSTEM 2, and, RISER SYSTEM 3, if applicable, the twelve (12) calendar months warranty period shall commence from the date the relevant RISER SYSTEM has been actually delivered in accordance with this CONTRACT, and PROVIDED further that in no event shall said representations, warranties and guarantees
(i) for the DTU exceed twenty four (24) calendar months from ACTUAL DTU COM...
Representations, Warranties and Guarantees. Corporation represents, warrants and guarantees to Employee that it has divulged to Employee the existence of any and all threatened or pending actions, claims, proceeding or suits (whether criminal, civil or investigative) against the Corporation. Corporation represents, warrants and guarantees to Employee that it is in compliance with laws and regulations of the United States and the State of Florida. Corporation represents, warrants and guarantees that all provisions of this Employment Agreement and in this section are material. Corporation agrees that if it breaches any of these representations, warranties or guarantees that is has materially breached the contract. Employee and not the Corporation shall then be entitled to consider the Corporation's material breach as a termination of this Employment Agreement which would, among other things, trigger the provisions of Sections 2, 9 and 10 above.
Representations, Warranties and Guarantees. A. Representations and Condition of Embryos
