Common use of Supplier Representations and Warranties Clause in Contracts

Supplier Representations and Warranties. Supplier represents and warrants to Silk Road Medical that all Products delivered under this Agreement: (i) strictly comply with the Specifications; (ii) are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; (iii) are of sound workmanship, good quality and free from defects in design, construction, manufacture and material; (iv) do not violate or infringe any third party domestic or foreign patent, copyright, trade secret, trademark or other intellectual property right; (v) satisfy all Applicable Laws, regulations, certification requirements and agreed standards, including applicable regulatory requirements for the design, manufacture and shipment of the Products, including FDA and any other appropriate international standards; (vi) are free and clear of all liens, encumbrances, and other claims against title; and (vii) strictly comply with the terms of this Agreement and the applicable Purchase Orders. If any of the Products are found to be defective or otherwise not in conformity with the warranties in this Section 7.1, then Silk Road Medical and Supplier will mutually agree upon one (or more) of the following courses of action: a) Supplier will take commercially reasonable effort to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming Products with Products that conform to all requirements of this Purchase Order; b) Supplier will make commercially reasonable effort to take such actions as may be required to cure all defects and/or bring the Products into conformity with all requirements of this Purchase Order, in which event all related costs and expenses (including, but not limited to, material, labor and handling costs or other service) and other reasonable charges shall be for Supplier’s account; and/or c) Silk Road Medical will reject and return all or any portion of such Products. These actions will be at Supplier’s expense and will be undertaken in addition to any other rights, remedies and choices Silk Road Medical may have by law, contract or at equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom. Any repaired or replaced Product, or part thereof, shall carry warranties on the same terms as set forth above.

Supplier Representations and Warranties. 9.1 Supplier acknowledges, represents, and warrants that it is a validly formed corporation currently in good standing with the State of Colorado and that it has the authority to execute this Agreement by and through an officer or director of the corporation. Supplier further acknowledges, represents, and warrants that it is represented by counsel and has been so represented during the course of all negotiations and investigations prior to and including the date of execution of this Agreement. 9.2 Supplier represents and warrants to Silk Road Medical that all Products delivered under this Agreement: (i) strictly comply with the Specifications; Supplier owns all rights, title and interest in and to the NCG Marks, NCG Technology, NCG Products, NCG Packaging and Intellectual Property Rights, and (ii) are new (do as of the Effective Date, Supplier is not contain aware of, nor has Supplier received notice of any used allegations or reconditioned parts claims that the NCG Marks, NCG Technology, NCG Products, NCG Packaging or materials) and fit for Intellectual Property Rights infringe the purposes for which they are intended; (iii) are proprietary rights of sound workmanship, good quality and free from defects in design, construction, manufacture and material; (iv) do not violate or infringe any third party domestic party. If, during the Term, the Supplier becomes aware of, or foreign patenthas received notice of, copyrightany allegations or claims that the NCG Marks, trade secretNCG Technology, trademark NCG Products, NCG Packaging or Intellectual Property Rights infringe the proprietary rights of any third party, the Supplier will promptly notify Distributor in writing and will take steps as are reasonably needed, in the sole discretion of the Supplier, to protect the NCG Marks, NCG Technology, NCG Products, NCG Packaging or Intellectual Property Rights. 9.3 Supplier warrants and represents that all shipments of the NCG Packaging sold or shipped to Distributor under this Agreement shall be of a quality suitable for immediate assembly and sale, and packaged in conformity with applicable laws, regulations and requirements in effect within the Territory, if any. 9.4 Except as expressly stated in this Agreement, Supplier's rights licensed hereunder are licensed “as is”. SUPPLIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND IN THE AGREEMENT AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED FROM THIS AGREEMENT. Notwithstanding the foregoing, Supplier does grant a limited written warranty to End Users described below in this Agreement. 9.5 Without limiting the foregoing, Supplier makes no representations or warranties express or implied, as to the accuracy, validity, or utility of any of the Confidential Information, NCG Marks, NCG Technology, NCG Products, NCG Packaging or Intellectual Property Rights, or that the Confidential Information, Intellectual Property Rights, NCG Marks, NCG Technology, NCG Products or NCG Packaging may be exploited without infringing other rights or other intellectual property right; (v) satisfy all Applicable Lawsrights of third parties. Notwithstanding the foregoing, regulations, certification requirements and agreed standards, including applicable regulatory requirements for the design, manufacture and shipment of the Products, including FDA and any other appropriate international standards; (vi) are free and clear of all liens, encumbrances, and other claims against title; and (vii) strictly comply with the terms of this Agreement and the applicable Purchase Orders. If any of the Products are found to be defective or otherwise not in conformity with the warranties in this Section 7.1, then Silk Road Medical and Supplier will mutually agree upon one (or more) of the following courses of action: a) Supplier will take commercially reasonable effort to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming Products with Products represents that conform to all requirements of this Purchase Order; b) Supplier will make commercially reasonable effort to take such actions as may be required to cure all defects and/or bring the Products into conformity with all requirements of this Purchase Order, in which event all related costs and expenses (including, but not limited to, material, labor and handling costs or other service) and other reasonable charges shall be for Supplier’s account; and/or c) Silk Road Medical will reject and return all or any portion of such Products. These actions will be at Supplier’s expense and will be undertaken in addition to any other rights, remedies and choices Silk Road Medical may have by law, contract or at equity, and in addition to seeking recovery it is presently unaware of any and all damages and costs emanating therefrom. Any repaired valid claim for infringement that any third party presently has served notice with regard to or replaced Product, or part thereof, shall carry warranties on the same terms as set forth abovefiled a claim.

Supplier Representations and Warranties. Supplier represents and warrants to Silk Road Medical that all Products delivered under this Agreement: : (i) strictly i)strictly comply with the Specifications; ; (ii) are ii)are new (do not contain any used or reconditioned parts or materials) and fit for the purposes for which they are intended; ; (iii) are iii)are of sound workmanship, good quality and free from defects in design, construction, manufacture and material; ; (iv) do iv)do not violate or infringe any third party domestic or foreign patent, copyright, trade secret, trademark or other intellectual property right; ; (v) satisfy v)satisfy all Applicable Laws, regulations, certification requirements and agreed standards, including applicable regulatory requirements for the design, manufacture and shipment of the Products, including FDA and any other appropriate international standards; ; (vi) are vi)are free and clear of all liens, encumbrances, and other claims against title; and and (vii) strictly vii)strictly comply with the terms of this Agreement and the applicable Purchase Orders. If any of the Products are found to be defective or otherwise not in conformity with the warranties in this Section 7.1, then Silk Road Medical and Supplier will mutually agree upon one (or more) of the following courses of action: a) Supplier will take commercially reasonable effort to inspect, remove, reinstall, ship and repair or replace/re-perform nonconforming Products with Products that conform to all requirements of this Purchase Order; b) Supplier will make commercially reasonable effort to take such actions as may be required to cure all defects and/or bring the Products into conformity with all requirements of this Purchase Order, in which event all related costs and expenses (including, but not limited to, material, labor and handling costs or other service) and other reasonable charges shall be for Supplier’s account; and/or c) Silk Road Medical will reject and return all or any portion of such Products. These actions will be at Supplier’s expense and will be undertaken in addition to any other rights, remedies and choices Silk Road Medical may have by law, contract or at equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom. Any repaired or replaced Product, or part thereof, shall carry warranties on the same terms as set forth above.