Common use of Seller’s Warranties Clause in Contracts

Seller’s Warranties. By accepting this Purchase Order or by delivering to Buyer the items ordered, or by rendering for Buyer any of the services ordered herein, Seller hereby warrants that the goods and services to be furnished hereunder: (i) will be in full conformity with Buyer’s specifications, drawings, samples and data or other description furnished or specified by Buyer; (ii) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be of the highest quality and free from defects in materials and workmanship (including defects in design); (iv) will be merchantable; (v) will be fit and sufficient for the use and purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) will comply with all applicable laws and governmental regulations; and (viii) either alone or in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States or any foreign country or result in a violation of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance of the items. Said warranties shall be construed as conditions as well as warranties and shall run to Buyer and its distributors, dealers, customers, and users of Buyer’s products.

Seller’s Warranties. By accepting this Seller expressly warrants that for a period of one year after Xxxxx's acceptance of the goods or services hereunder, or for such longer period as may be expressly provided on the applicable Purchase Order or by delivering to Buyer the items orderedunder applicable law, or by rendering for Buyer any of the services ordered herein, Seller hereby warrants that the all goods and services to be furnished hereundercovered by the Purchase Order will: (ia) will be in full conformity with Buyer’s strictly conform to Seller's specifications, drawings, samples and data other written materials and descriptions, or, to the extent the goods were purchased to Buyer's specifications and drawings as set forth or other description furnished or specified by Buyerreferred to in this Purchase Order, that the goods strictly conform with those specifications and drawings; (iib) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be of the highest quality and free from defects in materials design, material and workmanship (including defects in design)workmanship; (ivc) will be merchantable; (v) will be fit of merchantable quality and sufficient suitable for the use particular purposes intended, whether express or reasonably implied; and purposes intended (d) bear all warnings, labels, and markings required by applicable laws and regulations. In addition, Seller warrants that: (e) none of the goods covered hereby, to the extent they are subject to laws prohibiting adulteration or misbranding, is adulterated or misbranded within the meaning of such laws as of the date of delivery to Buyer; (vif) will all goods covered hereby may be free introduced into interstate commerce without violation of all liens applicable laws and encumbrancesregulations; (viig) will comply all services have been performed in a good and workmanlike manner; and (h) all goods and services furnished or rendered pursuant to the Purchase Order have been produced, labeled, sold, delivered or rendered to Buyer in compliance with all applicable laws and governmental regulations; and (viii) either alone or , including those set forth in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States or any foreign country or result in a violation of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance of the items. Said warranties shall be construed as conditions as well as warranties and shall run to Buyer and its distributors, dealers, customers, and users of Buyer’s productsSection 16.

Seller’s Warranties. By accepting this Seller warrants that it shall have good and marketable title to all goods furnished pursuant to the Terms and Conditions of the Purchase Order or by delivering and such goods shall be delivered to Buyer the items ordered, or by rendering for Buyer any of the services ordered herein, free and clear from all liens and encumbrances. Seller hereby further warrants that all goods furnished pursuant to the goods and services to Purchase Order shall be furnished hereunder: (i) will be in full conformity with Buyer’s specifications, drawings, samples and data or other description furnished or specified by Buyer; (ii) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be of the highest quality and free from defects in materials material and workmanship (including and shall be in conformity with the requirements of the Purchase Order. Seller further warrants that such goods shall be merchantable and fit for the purpose for which they are purchased and shall be free from defects in design); (iv) will . Buyer’s approval of Seller’s design shall not be merchantable; (v) will be fit and sufficient for construed to relieve Seller of this warranty. Xxxxxx agrees that the use and purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) will comply with all applicable laws and governmental regulations; and (viii) either alone or warranties set forth in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States or any foreign country or result in a violation this Paragraph 11 shall survive acceptance of the laws relating to unfair competition or a claim arising thereundergoods. Said warranties shall be in addition to to, and not in limitation or replacement of: (1) any warranties of additional scope given by Seller to Buyer, which warranties of additional scope are incorporated by reference in the Purchase Order; and (2) any warranties which may exist as a matter of law. None of said the warranties set forth in this Paragraph 11 and no other implied or express warranties shall be deemed disclaimed disclaimed, limited or excluded unless evidenced by an amendment to the Purchase Order executed by the Buyer in accordance with the provisions of Paragraph 3 above. In the event of a purchase order, change notice, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance breach of any of the itemsforegoing warranties, Buyer shall have such remedies as are provided under this Purchase Order and within these Terms and Conditions and are as provided by law. Said warranties Any remedies specified in the Terms and Conditions for a breach of warranty shall be construed as conditions as well as warranties in addition to, and shall run to not be in lieu of or otherwise limit, any remedy which Buyer and its distributorsmay have under applicable law, dealers, customers, and users of Buyer’s productsincluding (without limitation) claims for damages.

Seller’s Warranties. By accepting this Purchase Order or by delivering Seller represents, warrants, and covenants as follows: (a) Seller represents and warrants that all Products and Services provided hereunder will conform to Buyer the items ordered, or by rendering for Buyer any Xxxxx's Specifications and instructions current as of the services ordered hereindate of the P.O. (unless otherwise specified in writing by Xxxxx), will be merchantable, free from defective materials and/or workmanship and will be fit for Buyer's purposes and/or use. (b) Seller hereby represents and warrants that the goods Products and services to be Services furnished hereunder: (i) will be in full conformity with Buyer’s specifications, drawings, samples and data or other description furnished or specified by Buyer; (ii) will under the P.O. shall conform to all Specifications, representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be which are a part of the highest quality P.O.. (c) Seller's performance of the P.O. and these Terms will not breach or conflict with any agreement Seller has with another party, nor will Seller infringe upon the legal rights of any third parties in developing or providing any Products or Services under these Terms and/or P.O., and Buyer has obtained all necessary authority to carry out such obligations. (d) Seller represents and warrants that: (i) Seller shall convey good and clear title to the Products and/or Services, free from defects in materials and workmanship (including defects in design); (iv) will be merchantable; (v) will be fit and sufficient for the use and purposes intended by Buyer; (vi) will be free clear of all liens and encumbrances; , (viiii) will comply on the effective date of the P.O. and on the date any Products and/or Services are shipped, Seller is not aware of any claims for infringement of intellectual property rights with all applicable laws and governmental regulations; respect to any of the Products and/or Services, and (viiiiii) either alone or Seller has the full authority to carry out its obligations under these Terms. (e) Seller shall provide Buyer with information and assistance as may be reasonably required in combination connection with other materialexecuting import, will not infringe or contribute to the infringement of any patentsexport, trademarks or copyrights in the United States or any foreign country or result in a violation of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties sales, and no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued and signed by Buyertrade programs. Seller agrees that said these warranties shall survive acceptance of the itemsProducts and Services. Said The warranties stated in this Section 8 extend to, and shall inure to the benefit of, Xxxxx and Xxxxx's affiliates, subsidiaries, successors, assigns and direct and indirect customers to whom the Products and Services provided may be sold or transferred (jointly and severally "Buyer Entities"). In the event of breach of warranty, Buyer shall be construed as conditions as well as warranties entitled to all rights and shall run remedies available at law or equity, including but not limited to Buyer and its distributorscredit, dealersreplacement or repair of defective Products at Buyer’s option, customerscosts of removal of the Products from any component, assembly or system into which the Products may have been incorporated, and users reinstallation of non-defective Products, and cost of return of the Products. Seller shall also reimburse Buyer for any incidental and consequential damages caused by such nonconforming Products including, but not limited to costs, expenses and losses incurred by Buyer’s products: (a) in inspecting, sorting, repairing or replacing such Products; (b) resulting from any production interruptions; (c) conducting any recall campaigns or other corrective actions and (d) due to claims for personal injury or property damage. The foregoing shall also be subject to the terms and conditions of Section 11 concerning indemnification.

Seller’s Warranties. By accepting this Purchase Order or by delivering Seller warrants that it shall have good and marketable title to all Goods furnished pursuant to the Contract and that such Goods shall be delivered to Buyer the items orderedfree and clear from all liens, or by rendering for Buyer any of the services ordered herein, claims and encumbrances. Seller hereby further warrants that all goods furnished pursuant to the goods and services to Contract shall be furnished hereunder: (i) will be in full conformity with Buyer’s specifications, drawings, samples and data or other description furnished or specified by Buyer; (ii) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be of the highest quality and free from defects in materials material and workmanship (including and shall be in conformity with the requirements of the Contract. Seller further warrants that such goods shall be merchantable and fit for the purpose for which they are purchased and shall be free from defects in design); (iv) will . Xxxxx's approval of Seller's design shall not be merchantable; (v) will be fit and sufficient for construed to relieve Seller of this warranty. Seller agrees that the use and purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) will comply with all applicable laws and governmental regulations; and (viii) either alone or warranties set forth in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States or any foreign country or result in a violation this Section 10 shall survive acceptance of the laws relating to unfair competition or a claim arising thereunderGoods. Said warranties shall be in addition to to, and not in limitation or replacement of: (1) any warranties of additional scope given by Seller to Buyer, which warranties of additional scope are incorporated by reference in the Contract; and (2) any warranties which may exist as a matter of law. None of said the warranties set forth in this Section 10 and no other implied or express warranties shall be deemed disclaimed disclaimed, limited or excluded unless evidenced by an amendment to the Contract executed by the Buyer in accordance with the provisions of Section 3, above. In the event of a purchase order, change notice, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance breach of any of the itemsforegoing warranties, Buyer shall have such remedies as are provided under this Contract and as are provided by law. Said warranties Any remedies specified in the Contract for a breach of warranty shall be construed as conditions as well as warranties in addition to, and shall run to not be in lieu of or otherwise limit, any remedy which Buyer and its distributorsmay have under applicable law, dealersincluding, customerswithout limitation, and users of Buyer’s productsclaims for damages.

Seller’s Warranties. By accepting this Purchase Order or by delivering to Buyer the items ordered, or by rendering for Buyer any of the services ordered herein, Seller hereby warrants that all of the goods furnished shall be of merchantable quality and services to be furnished hereunder: (i) will be in full conformity with fit for Buyer’s specifications, drawings, samples purposes and data or other description furnished or specified by Buyer; (ii) will that they shall conform to Buyer’s specifications and to all Seller’s representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be forming the inducement to enter this contract. Seller further warrants that in the performance of the highest quality and free from defects in materials and workmanship (including defects in design); (iv) will be merchantable; (v) will be fit and sufficient for the use and purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) this order it will comply with all applicable laws Federal, State or municipal government laws, and governmental regulations; and (viii) either alone or in combination that with other material, will not infringe or contribute respect to the infringement production of the goods covered by this order, it has fully complied with all applicable Federal and State Laws, the Fair Labor Standards Act and production and export laws as well as all laws enacted to protect workers of the respective country of production and Seller shall comply with all Federal Laws relating to the import of products including country of origin, labeling and fabric and product testing. Seller acknowledges that all technical information in the nature of product data which is supplied to Seller to help facilitate performance of this contract, shall be considered as, and kept confidential by Seller, its agents and employees, and Seller warrants that it will prevent disclosure or use of any patents, trademarks such information either directly or copyrights by incorporation of such information in manufacturing products for others. Seller warrants that no part of the United States goods shall be manufactured in any premises or any foreign country or result in a violation factory other than the one stated on the front of this purchase order. Seller agrees that these warranties shall survive acceptance of the laws relating to unfair competition or a claim arising thereundergoods. Said These warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other express or implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued and except in writing signed by the Buyer. Seller agrees that said warranties shall survive acceptance of the items. Said warranties shall be construed as conditions as well as warranties and shall run to Buyer and its distributors, dealers, customers, and users of Buyer’s products.

Seller’s Warranties. By accepting this Purchase Order or by delivering to Buyer the items ordered10.1 Each Seller, or by rendering for Buyer any of the services ordered hereinseverally and not jointly, Seller hereby warrants that the goods and services to be furnished hereunder: (i) will be in full conformity with Buyer’s specifications, drawings, samples and data or other description furnished or specified by Buyer; (ii) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will be of the highest quality and free from defects in materials and workmanship (including defects in design); (iv) will be merchantable; (v) will be fit and sufficient for the use and purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) will comply with all applicable laws and governmental regulations; and (viii) either alone or in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States or any foreign country or result in a violation of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other implied or express warranties shall be deemed disclaimed to have made the warranties set out in Schedule 10.1 (the “Sellers’ Warranties”) to the Buyer: (a) as of the Signing Date and which shall be deemed repeated at Closing, save where it is explicitly set out in the individual warranty that it is provided as of a specific date; (b) subject to and qualified by all matters, facts, information or excluded unless evidenced circumstances within the Buyer’s Knowledge as of Signing or Disclosed; and/or (c) that are given or deemed repeated at Closing, subject to and qualified by a purchase orderall matters, change noticefacts, information or circumstances Disclosed as of Closing, including as set out in the W&I Insurance Bring Down. 10.2 Each Seller shall be considered to have made the Fundamental Warranties set out in sections 1 (Capacity) and 2.1.1, 2.1.3 and 2.1.4 of Schedule 10.1 only in respect of itself and only in relation to the Sale Shares held by such Seller. Page: 37 of 57 10.3 The Sellers’ Warranties are the Sellers’ complete and only representations and warranties regarding the Sellers, the Sale Shares and the Group and, consequently, the Buyer shall not rely on any warranties, representations, assumptions, expectations or agreements – whether express or implied – except for the Sellers’ Warranties. Specifically, notwithstanding anything to the contrary in this Agreement or in the Data Room Documentation, the Sellers give no representation or warranty and accept no liability whatsoever with respect to any matter which is, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance may amount to, an opinion, budget, forecast, estimate, assessment or projection in any information provided to the Buyer during the due diligence or otherwise as to the future operation or profitability of the items. Said warranties shall be construed as conditions as well as warranties and shall run to Buyer and its distributors, dealers, customers, and users of Buyer’s productsGroup Companies.

Seller’s Warranties. By accepting this Purchase Order or by delivering Seller expressly warrants to Buyer, Buyer's customer and to the ultimate user that (a) the Products (including Products sold to Buyer the items orderedbut manufactured by others) and all material, or packaging and work covered by rendering for Buyer any of the services ordered herein, Seller hereby warrants that the goods and services to be furnished hereunder: this Contract will (i) will be in full conformity with Buyer’s conform to the drawings, specifications, drawings, samples and data or other description descriptions furnished or specified adopted by Buyer; , (ii) will conform to all representations, affirmations, promises, descriptions, samples or models made or representations of and specifications provided by Seller; , (iii) will meet or exceed the quality standards furnished or adopted by Buyer, (iv) be merchantable, of good material and workmanship and fit and sufficient for the highest quality and purposes intended, (v) be new, free from defects in materials material and workmanship (including defects in design)workmanship; (ivb) the use and/or sale, alone or in combination, of the Products will be merchantable; not infringe or violate any United States or foreign letters patent, or any right in or to any patented invention or idea, or a trademark or copyright, (vc) the Products and their production, storage, pricing, delivery and sale hereunder are in compliance with foreign, federal, state and local laws applicable thereto including, without limitation, all packaging and labeling laws and (d) Seller is conveying good title to the Products, free and clear of any liens or encumbrances. Seller acknowledges that it has knowledge of Xxxxx's intended use and warrants that all Products that have been manufactured by Seller based on Buyer's use will be fit and sufficient for the use and particular purposes intended by Buyer; (vi) will be free of all liens and encumbrances; (vii) will comply . Any Products not in accordance with all applicable laws and governmental regulations; and (viii) either alone or in combination with other material, will not infringe or contribute to the infringement of any patents, trademarks or copyrights in the United States foregoing warranties or any foreign country or result in a violation of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given by Seller to Buyer. None of said warranties and no other implied or express warranties special warranty shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued to be defective and signed may be rejected by Buyer. Buyer's approval of Seller's specifications shall not relieve Seller agrees that said warranties of any of its warranty obligations. Seller will maintain a quality assurance system which is adequate in Buyer's judgment to detect and prevent shipment of nonconforming Products. In the event of any recall affecting the Products, Seller shall survive acceptance of the items. Said warranties shall be construed as conditions as well as warranties and shall run to indemnify Buyer and its distributors, dealers, customers, the Buyer Parties in accordance with sections 7 and users of Buyer’s products9. Buyer shall have the right to control the recall process and Seller shall fully cooperate with Buyer in connection with the recall.

Seller’s Warranties. By accepting this Purchase Order or by delivering 10.1 Seller represents and warrants (“Seller's Warranties”) to Buyer that:- (a) Seller has full legal power and capacity to enter into and perform the items orderedContract and does so as principal; (b) Seller sells the Goods as legal and beneficial owner free from all liens, charges, equities or by rendering for Buyer any of encumbrances; (c) the services ordered herein, Seller hereby warrants that the goods and services to be furnished hereunder: (i) will be in full conformity Goods shall comply with Buyer’s specifications, drawingsweights, samples standards and data descriptions stated or other description furnished or specified referred to in the Contract and their sample if sold by Buyersample; (iid) will conform to all representations, affirmations, promises, descriptions, samples or models made or provided by Seller; (iii) will the Goods shall be of the highest quality satisfactory quality, fit for their purpose, safe and free from defects in materials and workmanship (including defects in design)any hazardous or toxic material or deleterious material; (ive) will the packing of the Goods shall be merchantablesafe and suitable for transport, delivery, storage and handling of the Goods; (vf) will be fit and sufficient for the use and purposes intended by Buyersale of the Goods to the Buyer does not infringe any patent, copyright or other intellectual property right of any person; (vig) will be free of all liens and encumbrances; (vii) will the Goods shall comply with all applicable laws statutory and governmental regulationsregulatory requirements relating to the manufacture, labelling, packaging, storage, handling and delivery of the Goods; and (viiih) either alone the Seller shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract. 10.2 The Seller's Warranties are additional to and do not replace any implied conditions or warranties in combination with other material, will not infringe or contribute relation to the infringement sale or supply of any patents, trademarks goods arising under statute or copyrights in the United States general law or by trade custom or usage or any foreign country or result course of dealing all which shall apply to the Goods. 10.3 The Seller's Warranties and the implied conditions and warranties referred to in a violation Clause 10.2 shall continue in effect notwithstanding delivery of the laws relating to unfair competition or a claim arising thereunder. Said warranties shall be in addition to any warranties of additional scope given Goods by Seller to Buyer. None or payment of said warranties and no other implied the Price or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order, change notice, or revision issued and signed by Buyer. Seller agrees that said warranties shall survive acceptance of the items. Said warranties shall be construed as conditions as well as warranties and shall run to Buyer and its distributors, dealers, customers, and users of Buyer’s productsGoods by Xxxxx.