Common use of Seller’s Warranty Clause in Contracts

Seller’s Warranty. Seller warrants to Buyer that all items of "Seller's Work" as defined in Paragraph 1.1 of the Work Letter Agreement, shall be in good operating condition on the Closing Date and shall be completed substantially in accordance with the requirements of this Agreement. Seller's warranty shall not extend to, or provide a remedy for, abuse, defects caused by Buyer's alteration or modification of Seller's Work, improper or insufficient maintenance, improper operation, and normal wear and tear under normal usage. Seller's warranty obligations shall commence at the time of substantial completion of Seller's Work. If within one year after substantial completion of Seller's Work any portion of Seller's Work is found not to be in accordance with the requirements of this Agreement, Seller shall, after receipt of written notice from Buyer, promptly correct, or cause the general contractor to correct, such work. Seller hereby agrees to execute any documentation reasonably requested by Buyer in order to evidence the fact that effective one (1) year after the Closing Date, Seller shall assign on a non-exclusive basis all of its right, title and interest in and to any warranties regarding workmanship and material with respect to the Seller's Work to be performed pursuant to the terms of this Agreement, including, but not limited to, the warranties regarding the operation of systems such as air-conditioning or heating. Seller shall cooperate with Buyer, at no cost to Seller, with respect to the enforcement of any such warranties upon the written request by Buyer and Buyer shall cooperate with Seller in enforcing any such warranties in connection with the performance of Seller's obligations under this Section 7.02. In no event shall Seller be liable to Buyer for any latent or patent construction defects that are not asserted by Buyer within one (1) year after the Closing Date.

Seller’s Warranty. Seller SELLER warrants to Buyer that all supplies or services furnished under this Order: (i) shall strictly conform to all specifications, drawings, samples, or other descriptions herein; (ii) shall be of good quality and free from defects in materials and workmanship; (iii) shall be fit and serviceable for the intended purpose, as agreed upon by both parties; (iv) shall be new material, unless BUYER grants written approval allowing refurbished or reconditioned items; (v) shall not infringe on any patent, copyright, mask work, trademark, trade secret, or other intellectual property, proprietary or contractual right of any third party; and (vi) shall have good and marketable title to all items (including all components thereof) purchased hereunder, free of "all liens and encumbrances, and that no licenses are required for BUYER to use the items. This warranty shall survive inspection and acceptance of, and payment for the supplies/services. Such warranty shall begin from the date item(s) are shipped from Seller's Work" as defined ’s facility and shall remain valid for 12 months. BUYER shall have the right to reject goods, materials and services because of SELLER’s breach of warranty, delay in Paragraph 1.1 performance, or nonconformity of delivery or performance and to revoke any acceptance if use of goods, materials, or services reveals defects not apparent upon receipt or inspection. If BUYER so rejects or revokes, BUYER may, at its option, exercise the following rights and remedies with respect to all or part of the Work Letter Agreementgoods, shall be in good operating condition on materials, or services: (i) return the Closing Date goods or materials to SELLER, at SELLER’s risk and shall be completed substantially expense, for repair, replacement or credit, at BUYER’s option;(ii) withhold payment until SELLER has performed the services in accordance with the requirements Terms of the Agreement; or (iii) withhold payment and terminate the Agreement without further liability on the part of BUYER. Neither receipt of the goods nor payment therefor shall constitute a waiver of this Agreement. Seller's warranty shall not extend to, or provide a remedy for, abuse, defects caused by Buyer's alteration or modification of Seller's Work, improper or insufficient maintenance, improper operation, and normal wear and tear under normal usage. Seller's warranty obligations shall commence at the time of substantial completion of Seller's Work. If within one year after substantial completion of Seller's Work any portion of Seller's Work is found not to be in accordance with the requirements of this Agreement, Seller shall, after receipt of written notice from Buyer, promptly correct, or cause the general contractor to correct, such work. Seller hereby agrees to execute any documentation reasonably requested by Buyer in order to evidence the fact that effective one (1) year after the Closing Date, Seller shall assign on a non-exclusive basis all of its right, title and interest in and to any warranties regarding workmanship and material with respect to the Seller's Work to be performed pursuant to the terms of this Agreement, including, but not limited to, the warranties regarding the operation of systems such as air-conditioning or heating. Seller shall cooperate with Buyer, at no cost to Seller, with respect to the enforcement of any such warranties upon the written request by Buyer and Buyer shall cooperate with Seller in enforcing any such warranties in connection with the performance of Seller's obligations under this Section 7.02. In no event shall Seller be liable to Buyer for any latent or patent construction defects that are not asserted by Buyer within one (1) year after the Closing Dateprovision.

Seller’s Warranty. (a) Seller warrants that upon delivery the products: (i) are sold with good title; and (ii) comply with Seller's current published product data sheets (or, where there are none, that they comply with any specification appearing on Seller's order confirmation and are made with sound materials and workmanship to Buyer that normal standards accepted in the industry), in all items of material respects ("Seller's Work" Warranty"). Seller does not warrant that the products are of satisfactory quality or fit for any particular purpose of or intended use by Buyer, and it is for Buyer to satisfy itself that the products are so fit. (b) Seller's Warranty is given on the condition that any instructions of Seller relating to the products are strictly complied with. (c) Buyer shall examine the products as defined in Paragraph 1.1 soon as reasonably practicable after delivery. Buyer shall immediately notify Seller of any incomplete or failed delivery, loss or damage during carriage or if the products fail to comply with Seller's Warranty. Unless Buyer so notifies Seller within 30 days after the date when Buyer became or ought reasonably to have become aware of any of the Work Letter Agreementabove, and in any event before the earlier of (i) 6 months from the date of despatch by Seller; and (ii) 30 days after the products have been used or put into process Buyer shall (subject to Clauses 4(f) and 8(a)) be in good operating condition on the Closing Date and shall be completed substantially in accordance treated as having waived all claims connected with the requirements of this Agreementmatter which should have been notified. (d) Subject to notification within the period required by Clause 4(c), if it is shown to Seller's warranty shall not extend to, or provide a remedy for, abuse, defects caused by Buyer's alteration or modification of reasonable satisfaction that the products fail materially to comply with Seller's Work, improper or insufficient maintenance, improper operation, and normal wear and tear under normal usage. Seller's warranty obligations shall commence at the time of substantial completion of Seller's Work. If within one year after substantial completion of Seller's Work any portion of Seller's Work is found not to be in accordance with the requirements of this Agreement, Seller shall, after receipt of written notice from Buyer, promptly correct, or cause the general contractor to correct, such work. Seller hereby agrees to execute any documentation reasonably requested by Buyer in order to evidence the fact that effective one (1) year after the Closing DateWarranty, Seller shall assign on be given a non-exclusive basis all reasonable opportunity to correct such failure, and, if Seller does not or is unable to do so, Seller will at Buyer's option either refund the contract price (or, if the products have depreciated for reasons other than Seller's default or have been used or put into process, a reasonable part of its rightthe contract price), title or replace the products (if reasonably practicable) within a reasonable time, free of charge. Such correction, refund or replacement shall, subject to clause 4(f) and interest 8(a) below, be Seller's sole liability in and relation to any warranties regarding workmanship and material with respect to the such failure. Replacement products are covered by these conditions including Seller's Work Warranty. Products which are alleged not to comply with the contract shall as far as possible be performed preserved for inspection by Seller, and if replaced or if a refund is made shall be returned to Seller (at Seller's cost) if Seller reasonably so requests. (e) Clause 4(a)(ii) does not apply to seconds, remainder stock or samples or to goods sold as obsolete or sub-standard. (f) Seller does not exclude any liability which cannot be excluded as between Buyer and Seller under any United Kingdom legislation. * Material omitted and filed separately with the SEC pursuant to the terms of this Agreement, including, but not limited to, the warranties regarding the operation of systems such as air-conditioning or heating. Seller shall cooperate with Buyer, at no cost to Seller, with respect to the enforcement of any such warranties upon the written a request by Buyer and Buyer shall cooperate with Seller in enforcing any such warranties in connection with the performance of Seller's obligations under this Section 7.02. In no event shall Seller be liable to Buyer for any latent or patent construction defects that are not asserted by Buyer within one (1) year after the Closing Dateconfidential treatment.