Common use of Supplier Warranties Clause in Contracts

Supplier Warranties. (a) Supplier agrees that Xxxxxxxx Corporation shall not be liable for the inspection or packaging of Goods before resale and that all warranties, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers. (b) Supplier represents and warrants to Xxxxxxxx Corporation, in addition to all warranties implied by law, that the Goods and their design, construction, assembly, production, shipment, sale, packaging, labeling, packing, advertising, instructions and warnings or lack thereof, shall, as applicable, (i) be of good quality, material, and workmanship and be merchantable, fit for their intended purpose, and free from any and all defects, including, without limitation, such defects that could create a hazard to life or property; (ii) not be and have not been subject to product liability claims, except as disclosed to Xxxxxxxx Corporation in writing; (iii) meet all applicable requirements of all applicable U. S. federal, state and local laws and regulations and of all applicable laws and regulations of jurisdictions outside the United States (collectively “Laws”),; (iv) not infringe or encroach upon Xxxxxxxx Corporation or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity, or trade secrets; (v) conform to all applicable specifications and to all articles shown to Xxxxxxxx Corporation as samples; (vi) be well within any expiration date indicated on the packaging of the Goods; (vii) be and have been stored under proper conditions to preserve the quality of the Goods; and (viii) possess all performance qualities and characteristics claimed in advertisements or statements issued or authorized by Supplier. Approval by Xxxxxxxx Corporation of Supplier’s designs, materials or packaging shall not relieve Supplier from any obligations under any warranties, representations, conditions or guarantees. (c) Supplier further represents and warrants that (i) the Goods are new and merchantable; (ii) the Goods are sold to Xxxxxxxx Corporation and free and clear of all encumbrances and liens; (iii) all manufacturer’s warranties are effective and enforceable by both Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers; and (iv) if required by Laws or legal precedent, the labels, packaging, instructions and warnings accompanying the Goods are multilingual and/or contain universally accepted pictographs or symbols and that Supplier, if necessary, will supply Xxxxxxxx Corporation with any and all instructions, warnings or safety sheets for said Goods as required by Law. (d) Supplier’s warranties hereunder shall run to Xxxxxxxx Corporation, its successors, assigns and customers.

Supplier Warranties. 14.1 The Supplier warrants and represents to the Customer that: (a) Supplier agrees that Xxxxxxxx Corporation Goods shall be supplied with full title guarantee and will not be liable for the inspection subject of any security interest or packaging of Goods before resale and that all warranties, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers.adverse title; (b) Supplier represents and warrants all information provided to Xxxxxxxx Corporationthe Customer pursuant to this Agreement, in addition to all warranties implied by law, that the Goods and their design, construction, assembly, production, shipment, sale, packaging, labeling, packing, advertising, instructions and warnings or lack thereof, shall, as applicable, (i) be of good quality, material, and workmanship and be merchantable, fit for their intended purpose, and free from any and all defects, including, without limitation, such defects that could create a hazard to life or property; (ii) not be and have not been subject to product liability claims, except as disclosed to Xxxxxxxx Corporation in writing; (iii) meet all applicable requirements of all applicable U. S. federal, state and local laws and regulations and of all applicable laws and regulations of jurisdictions outside the United States (collectively “Laws”),; (iv) not infringe or encroach upon Xxxxxxxx Corporation or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity, or trade secrets; (v) conform to all applicable specifications and to all articles shown to Xxxxxxxx Corporation as samples; (vi) be well within any expiration date indicated on the packaging behalf of the Goods; (vii) be Supplier, was when provided and have been stored under proper conditions to preserve the quality of the Goods; and (viii) possess remains accurate in all performance qualities and characteristics claimed in advertisements or statements issued or authorized by Supplier. Approval by Xxxxxxxx Corporation of Supplier’s designs, materials or packaging shall not relieve Supplier from any obligations under any warranties, representations, conditions or guarantees.respects; (c) Supplier further represents it shall perform its obligations under this Agreement with all reasonable skill and warrants that (i) care using personnel of appropriate expertise and experience with regard to the specialised and technical nature of the Goods are new and merchantable; (ii) the Goods are sold to Xxxxxxxx Corporation and free and clear of all encumbrances and liens; (iii) all manufacturer’s warranties are effective and enforceable by both Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers; and (iv) if required by Laws or legal precedent, the labels, packaging, instructions and warnings accompanying the Goods are multilingual and/or contain universally accepted pictographs or symbols and that Supplier, if necessary, will supply Xxxxxxxx Corporation with any and all instructions, warnings or safety sheets for said Goods as required by Law.Services; (d) Supplier’s warranties hereunder the Goods and Services will be of the nature, quantity, substance and quality described in, and will comply in every respect with the provisions of, the Purchase Order and the Specification pursuant to which they are supplied; (e) the Goods supplied to the Customer under this Agreement shall run be free from defects in materials and workmanship and shall be of satisfactory quality; (f) it shall comply with all Applicable Laws in performing its obligations under this Agreement; (g) neither the Supplier nor any of its affiliates is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Xxxxxxx Xxx 0000; (h) no Associated Person of the Supplier or any of its affiliates has bribed another person (within the meaning given in section 7(3) of the Bribery Act 2010) intending to Xxxxxxxx Corporationobtain or retain business or an advantage in the conduct of business for the Supplier and/or any of its affiliates, and the Supplier and each of its successorsaffiliates has in place adequate procedures in line with the guidance published by the Secretary of State under section 9 of the Xxxxxxx Xxx 0000 designed to prevent their Associated Persons from undertaking any such conduct; (i) neither the Supplier nor any of its affiliates nor any of their Associated Persons is or has been the subject of any investigation, assigns inquiry or enforcement proceedings by any governmental, administrative or regulatory body or any customer regarding any offence or alleged offence under the Xxxxxxx Xxx 0000, and customersno such investigation, inquiry or proceedings have been threatened or are pending and there are no circumstances likely to give rise to any such investigation, inquiry or proceedings; and (j) where the Customer is a company to which the Public Contracts Regulations 2006 or the Utilities Contracts Regulations 2006 (each as amended) apply, neither the Supplier nor any of its affiliates is ineligible to be awarded any contract or business under section 23 of the Public Contracts Regulations 2006 or section 26 of the Utilities Contracts Regulations 2006 (each as amended).

Supplier Warranties. (a) Supplier agrees that Xxxxxxxx Corporation XX Xxxxx shall not be liable for the inspection or packaging of Goods before resale and that all warranties, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by Xxxxxxxx Corporation XX Xxxxx and Xxxxxxxx Corporation’s XX Xxxxx’x customers. (b) Supplier represents and warrants to Xxxxxxxx CorporationXX Xxxxx, in addition to all warranties implied by law, that the Goods and their design, construction, assembly, production, shipment, sale, packaging, labeling, packing, advertising, instructions and warnings or lack thereof, shall, as applicable, (i) be of good quality, material, and workmanship and be merchantable, fit for their intended purpose, and free from any and all defects, including, without limitation, such defects that could create a hazard to life or property; (ii) not be and have not been subject to product liability claims, except as disclosed to Xxxxxxxx Corporation XX Xxxxx in writing; (iii) meet all applicable requirements of all applicable U. S. federal, state and local laws and regulations and of all applicable laws and regulations of jurisdictions outside the United States (collectively “Laws”),; (iv) not infringe or encroach upon Xxxxxxxx Corporation XX Xxxxx or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity, or trade secrets; (v) conform to all applicable specifications and to all articles shown to Xxxxxxxx Corporation XX Xxxxx as samples; (vi) be well within any expiration date indicated on the packaging of the Goods; (vii) be and have been stored under proper conditions to preserve the quality of the Goods; and (viii) possess all performance qualities and characteristics claimed in advertisements or statements issued or authorized by Supplier. Approval by Xxxxxxxx Corporation XX Xxxxx of Supplier’s designs, materials or packaging shall not relieve Supplier from any obligations under any warranties, representations, conditions or guarantees. (c) Payment for the goods under this purchase Order shall not constitute acceptance thereof. (d) All materials shall be received subject to purchaser’s inspection and rejection. Defective material or material not in accordance with Purchaser’s specifications may be held for Supplier’s instructions and at its risk and expense. If instructions are not received within fifteen (15) days after notice of rejection, goods may be returned or sold for Supplier’s account, at Supplier’s expense. (e) Supplier further represents and warrants that (i) the Goods are new and merchantable; (ii) the Goods are sold to Xxxxxxxx Corporation XX Xxxxx and free and clear of all encumbrances and liens; (iii) all manufacturer’s warranties are effective and enforceable by both Xxxxxxxx Corporation XX Xxxxx and Xxxxxxxx Corporation’s XX Xxxxx’x customers; and (iv) if required by Laws or legal precedent, the labels, packaging, instructions and warnings accompanying the Goods are multilingual and/or contain universally accepted pictographs or symbols and that Supplier, if necessary, will supply Xxxxxxxx Corporation XX Xxxxx with any and all instructions, warnings or safety sheets for said Goods as required by Law. (df) Supplier’s warranties hereunder shall run to Xxxxxxxx CorporationXX Xxxxx, its successors, assigns and customers.

Supplier Warranties. 4.1 The Supplier warrants that: (a) Supplier agrees that Xxxxxxxx Corporation the Goods and/or Services shall not be liable for delivered in accordance with the inspection or packaging of Goods before resale and that all warranties, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers.specifications in the Purchase Order; (b) Supplier represents and warrants to Xxxxxxxx Corporation, in addition to all warranties implied by law, that the Goods and/or Services shall be fit for the purpose for which they were ordered taking account all requirements to install and their designintegrate the Goods and/or Services with or into Loqate’s existing systems and procedures (where appropriate) and be of satisfactory quality and free from defects; (c) the quantity and quality of the Goods and/or Services shall be as described and shall correspond to any samples, constructionpatterns, assemblyspecifications, productionplans, shipmentdrawings or other documents, saleindividually or collectively, packagingwhich may have been given in relation to the Goods and/or Services; (d) any installation or other work carried out in relation to the Goods and/or Services shall be of the highest standards and otherwise comply with all legal requirements applicable to such Goods and/or Services, labelingand the Supplier agrees that it will be fully responsible to make good and repair any Loqate Property, packingor fixtures or fittings into or onto which the Goods and/or Services may be installed; (e) that all hazardous, advertisingtoxic, noxious, fragile or similar Goods and/or Services are properly labelled as such and that this is drawn to the attention of Loqate, its employees, agents or contractors where appropriate; (f) it shall use reasonable endeavors to provide the Goods and/or Services in accordance with any timetable agreed with Loqate; (g) it shall deliver the Goods and/or provide the Services with reasonable skill and care (using suitably qualified and competent staff); (h) it shall be responsible for the acts and omissions of its sub- contractors as if they were its own; (i) it shall comply with all applicable legislation, instructions and warnings guidelines issued by regulatory authorities, relevant licenses and any other codes of practice which apply to the Supplier; (j) it shall (and/or its employees, sub-contractors or lack thereofagents) where allowed access to Loqate Premises or facility, shall, as applicable, (i) be use all due care and shall obey at all times the lawful orders of good quality, material, any authorized representative of Loqate and workmanship and be merchantable, fit for their intended purpose, and free from any and all defects, including, without limitation, such defects that could create a hazard to life or property; (ii) not be and have not been subject to product liability claims, except as disclosed to Xxxxxxxx Corporation in writing; (iii) meet all applicable the requirements of all applicable U. S. federal, state and local laws and regulations and of all applicable laws rules and regulations of jurisdictions outside Loqate in respect of such access. Further it acknowledges that as part of its security procedures Loqate reserves the United States right to reasonably refuse any person access to Loqate Premises; (collectively “Laws”),k) where applicable, it shall comply with Loqate’s Information Security Policy at Schedule 3 of this Agreement; (l) where Loqate requests, its staff (including any sub-contractors or agents) shall enter into confidentiality agreements; (m) it shall at all times be an independent contractor and nothing in this Agreement shall render it or its employees, subcontractors or agents, an employee, worker, agent or partner of Loqate. Nothing in this Agreement is intended to create a partnership or joint venture or legal relationship of any kind between the Parties; and (ivn) not infringe or encroach upon Xxxxxxxx Corporation or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity, or trade secrets; (v) conform to all applicable specifications and to all articles shown to Xxxxxxxx Corporation as samples; (vi) be well within any expiration date indicated on the packaging of the Goods; (vii) be and have been stored under proper conditions to preserve the quality of the Goods; and (viii) possess all performance qualities and characteristics claimed in advertisements or statements issued or authorized by Supplier. Approval by Xxxxxxxx Corporation of Supplier’s designs, materials or packaging shall not relieve Supplier from any performing its obligations under any warranties, representations, conditions or guarantees. (c) Supplier further represents and warrants that (i) the Goods are new and merchantable; (ii) the Goods are sold to Xxxxxxxx Corporation and free and clear of all encumbrances and liens; (iii) all manufacturer’s warranties are effective and enforceable by both Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers; and (iv) if required by Laws or legal precedentthis Agreement, the labelsSupplier shall ensure that all employees, packagingworkers, instructions and warnings accompanying the Goods self- employed contractors or consultants or other representatives who are multilingual and/or contain universally accepted pictographs or symbols and that Supplierperforming services on behalf of Loqate shall, if necessary, will supply Xxxxxxxx Corporation at all relevant times comply with any and all instructions, warnings or safety sheets for said Goods relevant aspects of Loqate’s Supplier Code of Conduct (as required by Law. (d) Supplier’s warranties hereunder shall run updated from time to Xxxxxxxx Corporation, its successors, assigns and customers.time which is available at xxxxx://xxx.xxxxxx.xxx/en-us/contact/.

Supplier Warranties. (a) The Supplier agrees that Xxxxxxxx Corporation hereby warrants and undertakes to the University that: the Goods shall not be liable suitable for the inspection or packaging of Goods before resale and that all warrantiespurposes as required in the Purchase Order, representations and conditions, statutory, legal or otherwise and whether express or implied, shall survive inspection, installation, acceptance, and payment by Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers. (b) Supplier represents and warrants to Xxxxxxxx Corporation, in addition to all warranties implied by law, that the Goods and their design, construction, assembly, production, shipment, sale, packaging, labeling, packing, advertising, instructions and warnings or lack thereof, shall, as applicable, (i) be of good satisfactory quality, material, and workmanship and be merchantable, fit for their intended purposepurpose and shall comply with the standards and requirements set out in this Agreement; it shall ensure that prior to actual delivery to the University the Goods are manufactured, stored and/or distributed using reasonable skill and care and in accordance with Good Industry Practice; without prejudice to the generality of the warranty at it shall ensure that, the Goods are manufactured, stored and/or distributed in accordance with good manufacturing practice and/or good distribution practice, as may be defined under any law relevant to the Goods, and free from in accordance with any and all defects, including, without limitation, such defects that could create a hazard to life or property; (ii) not be and have not been subject to product liability claims, except as disclosed to Xxxxxxxx Corporation in writing; (iii) meet all applicable requirements specific instructions of all applicable U. S. federal, state and local laws and regulations and of all applicable laws and regulations of jurisdictions outside the United States (collectively “Laws”),; (iv) not infringe or encroach upon Xxxxxxxx Corporation or any third party’s personal, contractual or proprietary rights, including, without limitation, patents, trademarks, copyrights, rights of privacy or publicity, or trade secrets; (v) conform to all applicable specifications and to all articles shown to Xxxxxxxx Corporation as samples; (vi) be well within any expiration date indicated on the packaging manufacturer of the Goods; it shall ensure that all facilities used in the manufacture, storage and distribution of the Goods are kept in a state and condition necessary to enable the Supplier to comply with its obligations in accordance with this Agreement; it has, or the manufacturer of the Goods has, manufacturing and warehousing capacity sufficient to comply with its obligations under this Agreement; it will ensure sufficient stock levels to comply with its obligations under this Agreement; it shall ensure that the transport and delivery of the Goods mean that they are delivered in good and useable condition; where there is any instruction information, that accompany the Goods, it shall provide a sufficient number of copies to the University and provide updated copies should the instruction information change at any time during the Term; it shall not make any significant changes to the Goods without the prior written consent of the University, such consent not to be unreasonably withheld or delayed; any equipment it uses in the manufacture, delivery, or installation of the Goods shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification; it has and shall as relevant maintain all rights, consents, authorisations, licences and accreditations required to supply the Goods; it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Agreement; it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; it has and shall maintain a properly documented system of quality controls and processes covering all aspects of its obligations under this Agreement and/or under law and shall at all times comply with such quality controls and processes; it shall not make any significant changes to its system of quality controls and processes in relation to the Goods and/or Services without notifying the University in writing at least twenty one (vii21) be days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any law, the Supplier shall comply fully with such notification and/or approval requirements; receipt of the Goods and/or Services by or on behalf of the University and have been stored under proper conditions use of the Goods and/or deliverables or of any other item or information supplied or made available to preserve the quality University will not infringe any third party rights, to include without limitation any Intellectual Property Rights; it will comply with all Law, Guidance and Policies in so far as is relevant to the supply of the Goods and/or the provision of the Services; it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall fulfil all requirements of this Agreement using appropriately skilled, trained and experienced staff; unless otherwise set out in the Purchase Order and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to provide the Services; it shall comply with all health and safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Purchase Order and any notices or instructions given to the Supplier by the University and/or any competent body, as relevant to the supply of the Goods, the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Agreement; without prejudice to any specific notification requirements set out in this Agreement, it will promptly notify the University of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the Goods and/or the performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; any equipment it uses in the provision of the Services shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer’s specification; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the University's information and communications technology systems; it will promptly respond to all requests for information regarding this Agreement, the Goods and the provision of the Services at the frequency and in the format that the University may reasonably require; all information included within the Supplier’s responses in the Purchase Order and all accompanying materials is accurate; it has the right and authority to enter into this Agreement and that it has the capability and capacity to fulfil its obligations under this Agreement; it is a properly constituted entity and it is fully empowered by the terms of its constitutional documents to enter into and to carry out its obligations under this Agreement and the documents referred to in this Agreement; all necessary actions to authorise the execution of and performance of its obligations under this Agreement have been taken before such execution; there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations or either the Supplier of the University; there are no material agreements existing to which the Supplier is a party which prevent the Supplier from entering into or complying with this Agreement; it has and will continue to have the capacity, funding and cash flow to meet all its obligations under this Agreement; it has satisfied itself as to the nature and extent of the risks assumed by it under this Agreement and has gathered all information necessary to perform its obligations under this Agreement and all other obligations assumed by it; and it shall ensure that it shall at all times act fully in accordance and in compliance with the provisions of the WEEED, and agrees to finance the costs for collection, treatment, recovery and environmentally sound disposal of any Goods to the University which fall within the scope of WEEED. Where the Supplier is found or in the reasonable opinion of the University is considered to be in breach of any provision of Clause 7.1 above, then, without prejudice to any other right or remedy of the University, the University shall be entitled to reject and/or return the Goods and/or Services and the Supplier shall, indemnify and keep the University indemnified against, any loss, damages, costs, expenses (viii) possess including without limitation legal costs and expenses), claims or proceedings suffered or incurred by the University as a result of such breach. The Supplier agrees to use reasonable endeavours to assign to the University upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods in full or part. The Supplier warrants that all performance qualities information, data and characteristics claimed other records and documents required by the University as set out in advertisements or statements issued or authorized by Supplierthe Purchase Order shall be submitted to the University in the format and in accordance with any timescales set out in the Purchase Order. Approval by Xxxxxxxx Corporation of Supplier’s designs, materials or packaging shall not relieve Supplier from any obligations under any warranties, representations, conditions or guarantees. (c) The Supplier further represents warrants and warrants undertakes to the University that (i) it will inform the Goods University in writing immediately upon becoming aware that any of the warranties set out in this Clause 7 have been breached or it be could reasonably be considered likely that there is a risk that any warranty given herein may be breached. Any warranties provided by the Supplier under this Agreement are new both independent and merchantable; (ii) cumulative and may be enforced independently or collectively at the Goods are sold to Xxxxxxxx Corporation and free and clear sole discretion of all encumbrances and liens; (iii) all manufacturer’s warranties are effective and enforceable by both Xxxxxxxx Corporation and Xxxxxxxx Corporation’s customers; and (iv) if required by Laws or legal precedent, the labels, packaging, instructions and warnings accompanying the Goods are multilingual and/or contain universally accepted pictographs or symbols and that Supplier, if necessary, will supply Xxxxxxxx Corporation with any and all instructions, warnings or safety sheets for said Goods as required by LawUniversity. (d) Supplier’s warranties hereunder shall run to Xxxxxxxx Corporation, its successors, assigns and customers.