Common use of STATEMENT OF WARRANTY Clause in Contracts

STATEMENT OF WARRANTY. 1. Both parties hereby declare and guarantee to the other party that it is a company legally established and validly existing in accordance with the relevant laws and regulations of the place where it is established, has the right to operate the business it is currently operating and holds assets, and has the right to sign this contract and perform this contract per contractual obligations. 2. Party B guarantees that the performance of the matters agreed in this contract will not infringe the intellectual property rights or other rights of any third party except for the part designed and instructed by Party A. Party B also guarantees that Party A and its successors, assignees, parent companies, subsidiaries and affiliated companies, directors and supervisors, employees, employees, agents and customers (hereinafter collectively referred to as “Party A and other related parties”) are free from claims or prosecutions for infringement of the rights of third parties mentioned above; if Party A and other related parties directly or indirectly suffer losses, damages and expenses (including attorney fees) due to this, Party B shall be liable for compensation. 3. The product liability arising from the products under this contract shall be borne by Party B, except for those caused by Party A’s instruction and design. If the products under this contract cause bodily injury or property loss to any third party, and cause Party A and other related parties to be claimed or prosecuted by a third party and directly or indirectly suffer losses, damages and expenses (including attorney fees), Party B shall be liable for compensation. 4. When Party A knows that there is a claim or prosecution related to infringement of third party rights or product liability in clause 2 or clause 3 of this article, after notifying Party B, Party B shall come forward to resolve it within the time limit set by Party A, including but not limited to Respond to the lawsuit in person, assist Party A and other related parties to respond to the lawsuit, provide information or defense measures that are non-infringing or that the contract product meets the current technology or professional level and can be reasonably expected to be safe, and obtain the authorization of such third parties to enable Party A to use legally, or modify so that there is no risk of infringement. If Party B is unable or fails to solve the problem, Party A has the right to negotiate with the third party and terminate this contract immediately. If Party A directly or indirectly suffers losses, damages and expenses due to this, Party B shall be liable for compensation including but not limited to settlement money, compensation, royalties, attorney fees, and court litigation fees. 5. Party B also guarantees that its manufacturing, production, testing, packaging, transportation, after-sales service, etc. of the subject matter of OEM/ODM, the components used, the material of raw materials, and the appointment of labor, etc., all strictly comply with the following regulations: (1) National laws and regulations of the location of Party A, Party B, and the parts production and process foundry entrusted by Party B, including but not limited to laws and regulations on environmental protection, labor, occupational safety and health, and “Specific Occupational Safety and Health Specifications” in Annex 2; 6. Party B guarantees that if any license or approval is required by law, Party B shall obtain it in accordance with relevant regulations. If Party B violates the aforementioned guarantees and causes Party A to be prosecuted by a third party or punished by a government agency, Party B shall compensate Party A for any direct or indirect losses, damages and expenses, including but not limited to fines, settlement funds, Attorney fees, etc., Party A may immediately terminate this contract in writing. 7. Party A shall be responsible for infringing the third party’s intellectual property rights on the part of Party A’s design and instructions, except in the following circumstances: (1) It is caused by Party B’s failure to implement this part according to the OEM/ODM plan and arbitrarily changing/modifying it; (2) It is caused by the software, hardware, components or components attached by Party B; (3) It is caused by the part of the software, hardware, components or components selected by Party B itself, or the combination of this part and the software, hardware, components or components selected by Party B; (4) Because the intellectual property rights involved in this part are provided by Party B, or responsible for the relevant licensing fees or similar fees. (5) Any other reasons that cannot be solely attributed to Party A. 8. During the contract period, Party A may notify Party B in writing six months before the suspension of production according to business needs, and Party B shall still be obliged to supply Party A’s OEM/ODM target within ten years after the date of cessation of production of the OEM/ODM target Products (hereinafter referred to as “spare parts”) for the needs of the after-sales service market; if Party B is unable to supply spare parts, Party B shall assist Party A to obtain alternative products of the same type, and the cost shall be borne by Party B. If Party B is unable to provide spare parts Or obtain a substitute product, Party A has the right to find a substitute product by itself, and Party B shall pay the fee.