Common use of Supplier Warranty Clause in Contracts

Supplier Warranty. Supplier warrants that the Services hereunder shall be performed in accordance with the transfer plan agreed by the parties in writing and in a manner consistent with prevailing industry standards. If any Services do not conform to this warranty, Supplier shall be obligated, as Purchaser's sole remedy (provided that this section does not limit in any manner Purchaser's ability to recover under Supplier's indemnity set forth below), to make commercially reasonable efforts to bring the non-conforming Services into conformance at Supplier's expense. THE WARRANTY EXPRESSLY STATED ABOVE IS THE ONLY WARRANTY APPLICABLE TO THE SERVICES. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY IN THIS EXHIBIT C TO PURCHASER CONCERNING ANY PRODUCTS CONTEMPLATED BY ANY SERVICES, INCLUDING TITLE TO ANY INTELLECTUAL PROPERTY INVOLVED IN THE DESIGN OR MANUFACTURE OF SUCH PRODUCTS, THE PERFORMANCE OF ANY SUCH PRODUCTS, OR THEIR SAFETY OR THEIR FUNCTIONALITY. ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES ARE DISCLAIMED. NEITHER PARTY SHALL BE LIABLE UNDER THIS EXHIBIT C FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY AND PROPERTY DAMAGE, EQUIPMENT DAMAGE, LOSS OF PROFITS OR REVENUES OR BUSINESS, COST OF CAPITAL, COST OF PURCHASE, COST OF RECALL (WITHOUT LIMITING SUPPLIER'S OBLIGATIONS UNDER SECTION 6.4 OF THE AGREEMENT), OR COST OF REPLACEMENT GOODS. EXCEPT WITH RESPECT TO SUPPLIER'S INDEMNIFICATION OBLIGATIONS BELOW, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS EXHIBIT C, WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY PURCHASER FOR THE SERVICES PROVIDED UNDER THIS PROPOSAL DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FROM WHEN THE CLAIM FOR LIABILITY AROSE.

Supplier Warranty. (a) Supplier warrants that for the term of this Call-Off Agreement (i) the Services hereunder shall be performed will perform, and the Supplier Material will comply, substantially in accordance with any specifications about them set out in the transfer plan agreed by Service Definition and Order Form; and (ii) the parties Services comprising Specialist Cloud Services (SCS – Lot 4), will be provided with reasonable care and skill. In the event of a warranty claim made under these Call-Off Terms, the Supplier’s sole responsibility shall be to repair or replace the allegedly defective aspect of the Services and/or Supplier Material, or if such defective aspect relates to the Platform, resolve the same as part of the Support Services. (b) Except as otherwise provided in writing this Call-Off Agreement, the Services (including but not limited to the Platform and Supplier Material) are provided to Customer “as is and as available” and Supplier makes no warranties whatsoever, express or implied. Except as otherwise provided in a manner consistent with prevailing industry standards. If any Services do not conform to this warrantyCall-Off Agreement, Supplier disclaims all warranties, terms and conditions of merchantability, satisfactory quality, accuracy, non-infringement, title or fitness for a particular purpose regarding the Services (including but not limited to the Platform and Supplier Material), all software has glitches or unforeseen errors, and Supplier makes no warranties and disclaims all warranties, terms and conditions that the Services will function without interruption. (c) In addition to Clause CO-11.7 of the Call-Off Terms: (i) neither party shall be obligatedliable to the other for any loss or damage to reputation; (ii) where the Customer is responsible pursuant to the terms of the Call-Off Agreement for performing backups of Customer Data, the Supplier will not be liable to Customer for any loss of data where Customer has failed to perform reasonably frequent and full data back-ups; and (iii) where the Supplier is responsible pursuant to the terms of the Call-Off Agreement for performing backups of Customer Data, upon the loss, damage or corruption of Customer Data, the Supplier will restore the Customer Data from the latest backup as the Customer’s sole remedy for such loss, damage or corruption. (d) To the extent permitted by law and except for any express warranty obligation(s) set forth in this Call-Off Agreement, the Supplier will not be liable for any indirect, direct, consequential or special damages of any third party claimed against Customer, that arises in part or in whole from any of: any third party’s use (proper, improper or other) of or activities concerning the Platform, Customer’s use of Platform, user or operator errors associated with Platform, user or operator use (erroneous or not) of the Platform, alleged or actual disclosure of information through the Platform, or the Supplier Material. Customer further acknowledges that Supplier has no control over the precise information or data sent or electronically transmitted by users or operators of the Platform, and also that all software and systems, and particularly those having a public access component, are subject to intentional or unintentional destruction, invasion or malfeasance by hackers and others, system downtime, technical difficulties or slowness due to data flow issues caused by circumstances outside the control of Supplier, as Purchaser's sole remedy (provided that this section does not limit in any manner Purchaser's ability to recover under Supplier's indemnity set forth below)well as user or operator error or unintended consequences resulting from the actions of users, operators, Customer or its employees, and Customer agrees that, to make commercially reasonable efforts the maximum extent permitted by law, the Supplier shall have no liability to bring Customer in respect of the non-conforming Services into conformance at Supplier's expense. THE WARRANTY EXPRESSLY STATED ABOVE IS THE ONLY WARRANTY APPLICABLE TO THE SERVICES. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY IN THIS EXHIBIT C TO PURCHASER CONCERNING ANY PRODUCTS CONTEMPLATED BY ANY SERVICES, INCLUDING TITLE TO ANY INTELLECTUAL PROPERTY INVOLVED IN THE DESIGN OR MANUFACTURE OF SUCH PRODUCTS, THE PERFORMANCE OF ANY SUCH PRODUCTS, OR THEIR SAFETY OR THEIR FUNCTIONALITY. ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES ARE DISCLAIMED. NEITHER PARTY SHALL BE LIABLE UNDER THIS EXHIBIT C FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY AND PROPERTY DAMAGE, EQUIPMENT DAMAGE, LOSS OF PROFITS OR REVENUES OR BUSINESS, COST OF CAPITAL, COST OF PURCHASE, COST OF RECALL (WITHOUT LIMITING SUPPLIER'S OBLIGATIONS UNDER SECTION 6.4 OF THE AGREEMENT), OR COST OF REPLACEMENT GOODS. EXCEPT WITH RESPECT TO SUPPLIER'S INDEMNIFICATION OBLIGATIONS BELOW, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS EXHIBIT C, WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY PURCHASER FOR THE SERVICES PROVIDED UNDER THIS PROPOSAL DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FROM WHEN THE CLAIM FOR LIABILITY AROSEsame.

Supplier Warranty. 8.1 The Supplier warrants the Purchaser that the Services hereunder shall Goods: (a) are safe; (b) are free from encumbrances, defects and faults; (c) are of high quality and workmanship and otherwise satisfactory; (d) are of merchantable quality; (e) include appropriate and correct warning and instruction; (f) comply with any representations, descriptions, samples or other specifications (including the Specifications) including quality, function, performance or design as specified in the Order or provided to the Purchaser by the Supplier prior to issue of the Order; (g) are fit for the purpose for which purchased (as communicated by the Purchaser before the Order or as should be reasonably understood by the Supplier of the Goods who is experienced in such technical and specific matters relating to the Goods and the purpose they are intended for); (h) will be rendered with due care and skill, with services performed in accordance by appropriately qualified, competent, skilled, experienced and professional personnel; (i) comply with any applicable legislation, regulations and other government requirements and relevant standard of the Standards Association of Australia; and (j) will conform with the transfer plan agreed Contract for the warranty period. 8.2 The Supplier warrants the Purchaser that in performing the services specified in the Order, the Supplier and its Representatives will: (a) comply with all applicable laws, regulations, industrial awards and agreements; (b) comply with all safety, health and environmental guidelines, rules and procedures provided to the Supplier by the parties Purchaser; (c) comply with all safety, health and environmental guidelines, rules and procedures provided to the Supplier by a client of the Purchaser where services are performed on that client’s premises; (d) comply with all directions and orders given by Representatives of the Purchaser; and (e) ensure that the area where the services are performed are left secure, clean, orderly, safe and fit for immediate use. 8.3 If, during the warranty period, any of the Goods are found to be in writing and violation of the Contract, the Purchaser may require: (a) replacement or repair of any tangible Goods to the Purchaser’s satisfaction; or (b) rejected services to be made good or performed again to the Purchaser’s satisfaction. 8.4 The Supplier must reimburse the Purchaser for any expenses incurred in a manner consistent with prevailing industry standards. If making good any Services Goods that do not conform to this warranty, Supplier shall Contract during the warranty period. 8.5 Any: (a) repair or replacement of Goods found to be obligatedin violation of this Contract during the warranty period, as Purchaser's sole remedy provided by the Supplier are subject to the same warranty as the original Goods from the date of repair or replacement; and/or (b) services found to not conform with this Contract that are made good or re-performed by the Supplier are subject to the same warranty as the original services from the date of re-performance or the date on which the services were made good. 8.6 The Supplier is not liable for any defect or fault in the Goods that is caused by the negligence of the Purchaser or its Representatives. 8.7 The remedies provided that in this section does Contract do not limit in exclude any manner Purchaser's ability to recover under Supplier's indemnity set forth below), to make commercially reasonable efforts to bring the non-conforming Services into conformance at Supplier's expense. THE WARRANTY EXPRESSLY STATED ABOVE IS THE ONLY WARRANTY APPLICABLE TO THE SERVICES. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY IN THIS EXHIBIT C TO PURCHASER CONCERNING ANY PRODUCTS CONTEMPLATED BY ANY SERVICES, INCLUDING TITLE TO ANY INTELLECTUAL PROPERTY INVOLVED IN THE DESIGN OR MANUFACTURE OF SUCH PRODUCTS, THE PERFORMANCE OF ANY SUCH PRODUCTS, OR THEIR SAFETY OR THEIR FUNCTIONALITY. ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES ARE DISCLAIMED. NEITHER PARTY SHALL BE LIABLE UNDER THIS EXHIBIT C FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY AND PROPERTY DAMAGE, EQUIPMENT DAMAGE, LOSS OF PROFITS OR REVENUES OR BUSINESS, COST OF CAPITAL, COST OF PURCHASE, COST OF RECALL (WITHOUT LIMITING SUPPLIER'S OBLIGATIONS UNDER SECTION 6.4 OF THE AGREEMENT), OR COST OF REPLACEMENT GOODS. EXCEPT WITH RESPECT TO SUPPLIER'S INDEMNIFICATION OBLIGATIONS BELOW, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS EXHIBIT C, WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY PURCHASER FOR THE SERVICES PROVIDED UNDER THIS PROPOSAL DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FROM WHEN THE CLAIM FOR LIABILITY AROSEother remedies provided by law.

Supplier Warranty. (a) Supplier warrants that for the term of this Call-Off Agreement (i) the Services hereunder shall be performed will perform, and the Supplier Material will comply, substantially in accordance with any specifications about them set out in the transfer plan agreed by Service Definition and Order Form; and (ii) the parties Services will be provided with reasonable care and skill. In the event of a warranty claim made under these Call-Off Terms, the Supplier’s sole responsibility shall be to repair or replace the allegedly defective aspect of the Services and/or Supplier Material, or if such defective aspect relates to the Platform, resolve the same as part of the Support Services. (b) Except as otherwise provided in writing this Call-Off Agreement, the Services (including but not limited to the Platform, Artefacts and Supplier Material) are provided to Customer “as is and as available” and Supplier makes no warranties whatsoever, express or implied. Except as otherwise provided in a manner consistent with prevailing industry standards. If any Services do not conform to this warrantyCall-Off Agreement, Supplier disclaims all warranties, terms and conditions of merchantability, satisfactory quality, accuracy, non-infringement, title or fitness for a particular purpose regarding the Services (including but not limited to the Platform, Artefacts and Supplier Material), all software has glitches or unforeseen errors, and Supplier makes no warranties and disclaims all warranties, terms and conditions that the Services will function without interruption. (c) In addition to the Call-Off Terms: (i) neither party shall be obligatedliable to the other for any loss or damage to reputation; (ii) where the Customer is responsible pursuant to the terms of the Call- Off Agreement for performing backups of Customer Data, the Supplier will not be liable to Customer for any loss of data where Customer has failed to perform reasonably frequent and full data back-ups; and (iii) where the Supplier is responsible pursuant to the terms of the Call- Off Agreement for performing backups of Customer Data, upon the loss, damage or corruption of Customer Data, the Supplier will restore the Customer Data from the latest backup as the Customer’s sole remedy for such loss, damage or corruption. (d) To the extent permitted by law and except for any express warranty obligation(s) set forth in this Call-Off Agreement, the Supplier will not be liable for any indirect, direct, consequential or special damages of any third party claimed against Customer, that arises in part or in whole from any of: any third party’s use (proper, improper or other) of or activities concerning the Platform, Customer’s use of Platform, user or operator errors associated with Platform, user or operator use (erroneous or not) of the Platform, alleged or actual disclosure of information through the Platform, Artefacts or Supplier Material. Customer further acknowledges that Supplier has no control over the precise information or data sent or electronically transmitted by users or operators of the Platform, and also that all software and systems, and particularly those having a public access component, are subject to intentional or unintentional destruction, invasion or malfeasance by hackers and others, system downtime, technical difficulties or slowness due to data flow issues caused by circumstances outside the control of Supplier, as Purchaser's sole remedy (provided that this section does not limit in any manner Purchaser's ability to recover under Supplier's indemnity set forth below)well as user or operator error or unintended consequences resulting from the actions of users, operators, Customer or its employees, and Customer agrees that, to make commercially reasonable efforts the maximum extent permitted by law, the Supplier shall have no liability to bring Customer in respect of the non-conforming Services into conformance at Supplier's expense. THE WARRANTY EXPRESSLY STATED ABOVE IS THE ONLY WARRANTY APPLICABLE TO THE SERVICES. SUPPLIER MAKES NO REPRESENTATION OR WARRANTY IN THIS EXHIBIT C TO PURCHASER CONCERNING ANY PRODUCTS CONTEMPLATED BY ANY SERVICES, INCLUDING TITLE TO ANY INTELLECTUAL PROPERTY INVOLVED IN THE DESIGN OR MANUFACTURE OF SUCH PRODUCTS, THE PERFORMANCE OF ANY SUCH PRODUCTS, OR THEIR SAFETY OR THEIR FUNCTIONALITY. ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES ARE DISCLAIMED. NEITHER PARTY SHALL BE LIABLE UNDER THIS EXHIBIT C FOR ANY PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY AND PROPERTY DAMAGE, EQUIPMENT DAMAGE, LOSS OF PROFITS OR REVENUES OR BUSINESS, COST OF CAPITAL, COST OF PURCHASE, COST OF RECALL (WITHOUT LIMITING SUPPLIER'S OBLIGATIONS UNDER SECTION 6.4 OF THE AGREEMENT), OR COST OF REPLACEMENT GOODS. EXCEPT WITH RESPECT TO SUPPLIER'S INDEMNIFICATION OBLIGATIONS BELOW, EACH PARTY'S AGGREGATE LIABILITY UNDER THIS EXHIBIT C, WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE ACTUAL AMOUNTS PAID BY PURCHASER FOR THE SERVICES PROVIDED UNDER THIS PROPOSAL DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FROM WHEN THE CLAIM FOR LIABILITY AROSEsame.