Supplier’s Representations and Warranties. Supplier represents and warrants to Buyer that (i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local laws, rules and regulations, (ii) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraph, and (iv) Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude any and all Product conditions, qualities and/or characteristics to the extent arising out of or relating to any breach of Buyer’s representations or warranties set forth in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE.
Appears in 8 contracts
Samples: Co Packing Agreement, Co Packing Agreement, Co Packing Agreement (WHITEWAVE FOODS Co)
Supplier’s Representations and Warranties. The Supplier represents hereby represents, warrants and warrants covenants as follows:
(a) the Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of New Jersey [or, if another jurisdiction, is duly registered and authorized to Buyer that do business and is in good standing in the State of New Jersey];
(ib) the Supplier has all Products provided requisite power and authority to Buyer pursuant to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Board licensure as a supplier and, if supplying electricity, execution of a Third Party Supplier Agreement, which shall be produced and packaged in accordance withmaintained throughout the life of this Agreement, and are not adulterated or misbranded within the meaning of, lack of which shall immediately result in the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local laws, rules and regulations, (ii) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) termination of this paragraph, Agreement;
(c) the execution and (iv) Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements delivery of this Agreement when delivered to Buyer. Notwithstanding and the foregoing, it is specifically understood and agreed that each performance of the Supplier’s representations obligations hereunder have been duly authorized by all necessary action on the part of the Supplier and warranties set forth above shall exclude do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a Party or by which the Supplier or any of its properties is bound or subject;
(d) this Agreement is the valid and binding obligation of the Supplier, enforceable in accordance with its terms;
(e) there are no actions at law, suits in equity, proceedings or claims pending or, to the Supplier's knowledge, threatened against the Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the Supplier's performance of its obligations hereunder;
(f) the Supplier will comply with any and all Product conditionsinformation and data transfer protocols that may be adopted by the Company that are set by, qualities and/or characteristics and from time to time modified by, the extent arising out Board. The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company from time to time in circumstances where Board-approved protocols do not exist. The Supplier shall have the right to challenge any such protocols in the appropriate forum. If the Supplier learns that any of the representations, warranties, or relating to any breach of Buyer’s representations or warranties set forth covenants in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENTAgreement have been violated, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANYthe Supplier shall immediately notify the Company via facsimile, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSEwith a hard copy of the notice delivered by overnight mail.
Appears in 4 contracts
Samples: Customer Account Services Master Service Agreement, Customer Account Services Master Service Agreement, Master Service Agreement
Supplier’s Representations and Warranties. 9.1 Supplier represents and warrants that:
(a) Supplier shall perform the Services hereunder in a professional and efficient manner, using due care, skill, diligence and at a level equivalent to Buyer industry best standards and practices;
(b) Supplier is not a party to any agreement that would prohibit Supplier from entering into this Agreement or fully performing the Services hereunder;
(c) Supplier has full right, title and authority to perform the Services and provide JCI the rights to the Deliverables granted hereunder, and that the Deliverables are free of liens, encumbrances, claims or security interests of any kind;
(d) there is no outstanding, or threatened, litigation, arbitrated matter or other dispute, including strikes and lockouts, to which Supplier is a party that would reasonably be expected to have a material adverse effect Supplier’s ability to fulfill its obligations under this Agreement;
(e) the Services performed will be fit for the business purposes of JCI as described in this Agreement or an applicable SOW;
(f) the Services and/or Deliverables shall not impair or violate any copyright, trademark, patent, trade secret or the intellectual property or other rights of any third-party;
(g) JCI shall have no obligation to pay any third party any fees, royalties or other payments for JCI’s use of any third party materials imbedded within the Deliverables;
(h) Supplier shall perform the Services hereunder in compliance with all applicable federal, state, county, and municipal statutes, laws, regulations, codes, ordinances and orders (“Laws”), and specifically, those Laws related to the protection of the Personal Information of JCI’s customers and employees, including but not limited to, protected health information, Personally Identifiable Information (“Personally Identifiable Information” is any information which can be used to identify, contact, or locate a single person), consumer report information, and any processed data incorporating such information (collectively, “Personal Information”), and Supplier shall obtain all applicable permits and licenses required in connection with its obligations under this Agreement;
(i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local laws, rules and regulations, (ii) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall Deliverables will be free of any poisonous and all (i)“time bombs,” time-out or deleterious substance which deactivation functions or other means designed to terminate the operation of the Supplier (other than at the direction of the user); (ii)“back doors” or other means whereby Supplier or any other party may make remotely access and/or control JCI’s Networks without JCI’s express authorization; (iii) any functions whereby the Products enclosed therein fail Deliverable transmits data to conform any destination not specified by JCI; (iv) copy prevention mechanisms; (v) functions or routines that will surreptitiously delete or corrupt data in such a manner as to clause interfere with the normal operation of the Deliverables; or (vi) computer viruses; and
(j) except as set forth on Schedule F, the Deliverables: (i) do not contain any software, program, module, code, library, database, driver or similar component (or portion thereof) that is royalty free, proprietary software, the use of which requires any contractual obligations by the use such as, without limitation, that software that is subject to, distributed, transmitted, licensed or otherwise made available under any of the following licenses: GNU General Public License, GNU Library or “Lesser” Public License, Berkeley Software Design (BSD) license (including Free BSD and BSD-style licenses), MIT license, Mozilla Public Licenses, IBM Public License, Apache Software License, Artistic License (e.g., PERL), Sun Industry Standards Source License, Sun Community Source License (SCSL), Intel Open Source License, Apple Public Source License, or any substantially similar license, or any license that has been approved by the Open Source Initiative, Free Software Foundation or similar group (collectively, “Open Source Software”), and (ii) do not require the use of this paragraph, and (iv) Supplier shall conduct tests reasonably necessary any Open Source Software in order to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude any and all Product conditions, qualities and/or characteristics to the extent arising out of or relating to any breach of Buyer’s representations or warranties set forth function in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSEits intended fashion.
Appears in 3 contracts
Samples: Global Services Agreement, Global Services Agreement, Global Services Agreement
Supplier’s Representations and Warranties. Each BGS-CIEP Supplier represents hereby represents, warrants and warrants covenants to Buyer that (ithe Company as follows:
a) such BGS-CIEP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of New Jersey or, if another jurisdiction, under the laws of such jurisdiction and, in such case, is duly registered and authorized to do business and is in good standing in the State of New Jersey;
b) such BGS-CIEP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including satisfaction of all applicable FERC requirements;
c) the execution and delivery of this Agreement and the performance of such BGS-CIEP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-CIEP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-CIEP Supplier’s certificate of incorporation or bylaws or other constituent instruments or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-CIEP Supplier is a party or by which the BGS-CIEP Supplier or any of its properties is bound or subject;
d) all Products provided necessary and appropriate action that is required on the BGS-CIEP Supplier’s part to Buyer pursuant to execute this Agreement shall be produced has been completed;
e) this Agreement is the legal, valid and packaged binding obligation of such BGS- CIEP Supplier, enforceable in accordance with its terms;
f) there are no actions at law, suits in equity, proceedings or claims pending or, to such BGS-CIEP Supplier’s knowledge, threatened against the BGS-CIEP Supplier before any federal, state, foreign or local court, tribunal or governmental agency or authority that might materially delay, prevent or hinder the BGS-CIEP Supplier’s performance of its obligations hereunder;
g) it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; h) the BGS-CIEP Supplier is in good standing as an LSE in PJM, is a signatory to all applicable PJM Agreements, and is in compliance with, and are not adulterated or misbranded within the meaning ofwill continue to comply with, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local lawsobligations, rules and regulations, (ii) no Products as established and interpreted by the PJM OI, that are applicable to LSEs as defined by the PJM Agreements; provided that the BGS-CIEP Supplier shall not be obligated to Buyer pursuant become an LSE in PJM until the date it begins providing BGS-CIEP Supply to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (Customers;
i) or it has made its trading and investment decisions (iiincluding regarding the suitability thereof) of this paragraph, based upon its own judgment and (ivany advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the Company; and
j) the BGS-CIEP Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude will comply with any and all Product conditionsinformation and data transfer protocols that may be adopted by the Company or that are set by, qualities and/or characteristics and from time to time modified by, the extent arising out of or relating Board; provided that each BGS-CIEP Supplier shall be entitled to exercise its reserved right to challenge any breach of Buyer’s representations or warranties set forth such protocols in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSEthe appropriate forum.
Appears in 3 contracts
Samples: Supplier Master Agreement, Supplier Master Agreement, Supplier Master Agreement
Supplier’s Representations and Warranties. The Supplier represents hereby represents, warrants and warrants covenants as follows:
(a) the Supplier is a [corporation/partnership/ ] duly organized and validly existing under the laws of the State of New Jersey [or, if another jurisdiction, is duly registered and authorized to Buyer that do business and is in good standing in the State of New Jersey];
(ib) the Supplier has all Products provided requisite power and authority to Buyer pursuant to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including Board licensure as a supplier and satisfaction of all applicable FERC requirements, which shall be produced maintained throughout the life of this Agreement, and packaged the lack of which shall immediately result in the termination of this Agreement;
(c) the execution and delivery of this Agreement and the performance of the Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the Supplier and do not and will not conflict with or result in a breach of the Supplier’s charter documents or bylaws or any indenture, mortgage, other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the Supplier is a Party or by which the Supplier or any of its properties is bound or subject;
(d) this Agreement is the valid and binding obligation of the Supplier, enforceable in accordance withwith its terms;
(e) there are no actions at law, suits in equity, proceedings or claims pending or, to the Supplier's knowledge, threatened against the Supplier before any federal, state, foreign or local court, tribunal or government agency or authority that might materially delay, prevent or hinder the Supplier's performance of its obligations hereunder;
(f) the Supplier is a member of PJM, is a signatory to all applicable PJM Agreements, and are not adulterated or misbranded within the meaning of, the Federal Food, Drugis in compliance, and Cosmetic Actwill continue to comply either directly or through its Scheduling Coordinator, as amended (the “FD&C Act”) and with all other applicable federal, state and local lawsobligations, rules and regulations, as established and interpreted by the PJM OI, that are applicable to LSEs as defined by the PJM Agreements; and
(iig) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection Supplier will comply with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraph, and (iv) Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude any and all Product conditionsinformation and data transfer protocols that may be adopted by the Company that are set by, qualities and/or characteristics and from time to time modified by, the extent arising out Board. The Supplier will comply with any and all information and data transfer protocols that may be adopted by the Company from time to time, unless the Supplier exercises its reserved right to challenge any such protocols in the appropriate forum. If the Supplier learns that any of the representations, warranties, or relating to any breach of Buyer’s representations or warranties set forth covenants in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENTAgreement have been violated, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANYthe Supplier shall immediately notify the Company via facsimile, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSEwith a hard copy of the notice delivered by overnight mail.
Appears in 3 contracts
Samples: Third Party Supplier Agreement, Third Party Supplier Agreement, Third Party Supplier Agreement
Supplier’s Representations and Warranties. Each BGS-CIEP Supplier represents hereby represents, warrants and warrants covenants to Buyer that (ithe Company as follows:
a) such BGS-CIEP Supplier is a corporation, partnership, limited liability company or other legal entity, as set forth in Appendix A hereto, duly organized, validly existing and in good standing under the laws of the State of New Jersey or, if another jurisdiction, under the laws of such jurisdiction and, in such case, is duly registered and authorized to do business and is in good standing in the State of New Jersey;
b) such BGS-CIEP Supplier has all requisite power and authority to execute and deliver this Agreement and to carry on the business to be conducted by it under this Agreement and to enter into and perform its obligations hereunder, including satisfaction of all applicable FERC requirements;
c) the execution and delivery of this Agreement and the performance of such BGS-CIEP Supplier’s obligations hereunder have been duly authorized by all necessary action on the part of the BGS-CIEP Supplier and do not and will not conflict with, or constitute a breach of or default under, any of the terms, conditions, or provisions of the BGS-CIEP Supplier’s certificate of incorporation or bylaws or other constituent instruments or any indenture, mortgage, other evidence of indebtedness, or other agreement or instrument or any statute or rule, regulation, order, judgment, or decree of any judicial or administrative body to which the BGS-CIEP Supplier is a party or by which the BGS- CIEP Supplier or any of its properties is bound or subject;
d) all Products provided necessary and appropriate action that is required on the BGS-CIEP Supplier’s part to Buyer pursuant to execute this Agreement shall be produced has been completed;
e) this Agreement is the legal, valid and packaged binding obligation of such BGS-CIEP Supplier, enforceable in accordance with its terms;
f) there are no actions at law, suits in equity, proceedings or claims pending or, to such BGS-CIEP Supplier’s knowledge, threatened against the BGS-CIEP Supplier before any federal, state, foreign or local court, tribunal or governmental agency or authority that might materially delay, prevent or hinder the BGS-CIEP Supplier’s performance of its obligations hereunder;
g) it has entered into this Agreement with a full understanding of the material terms and risks of the same, and it is capable of assuming those risks; h) the BGS-CIEP Supplier is in good standing as an LSE in PJM, is a signatory to all applicable PJM Agreements, and is in compliance with, and are not adulterated or misbranded within the meaning ofwill continue to comply with, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local lawsobligations, rules and regulations, (ii) no Products as established and interpreted by the PJM OI, that are applicable to LSEs as defined by the PJM Agreements; provided that the BGS- CIEP Supplier shall not be obligated to Buyer pursuant become an LSE in PJM until the date it begins providing BGS-CIEP Supply to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (Customers;
i) or it has made its trading and investment decisions (iiincluding regarding the suitability thereof) of this paragraph, based upon its own judgment and (ivany advice from such advisors as it has deemed necessary and not in reliance upon any view expressed by the Company; and
j) the BGS-CIEP Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude will comply with any and all Product conditionsinformation and data transfer protocols that may be adopted by the Company or that are set by, qualities and/or characteristics and from time to time modified by, the extent arising out of or relating Board; provided that each BGS-CIEP Supplier shall be entitled to exercise its reserved right to challenge any breach of Buyer’s representations or warranties set forth such protocols in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSEthe appropriate forum.
Appears in 2 contracts
Samples: Supplier Master Agreement, Supplier Master Agreement
Supplier’s Representations and Warranties. 11.1 Supplier represents shall obtain and maintain in effect, during the term of this Agreement, all necessary licenses and permits incident to its operations in the performance of this Agreement.
11.2 Supplier warrants that all Wood Fuels sold and delivered to Buyer that (i) all Products provided to Buyer pursuant to this Agreement Purchaser hereunder shall be produced and packaged transported in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and compliance with all other applicable federal, state and local federal laws, rules and regulations, (ii) no Products provided including, but not limited to, the Occupational Safety and Health Act, the Fair Labor Standards Act of 1938, including sections 6,7,11,12 and 14, the requirements of the United States Department of Labor, the applicable provisions of Executive Order 11246, the Federal Insurance Contributions Act, the Internal Revenue Code of 1954, the Endangered Species Act, the Clean Water Act, the Rehabilitation Act of 1973, the Vietnam Era Veterans Readjustment Act of 1974 and the Americans with Disabilities Act of 1992; State Maximum Legal Load Limits; and all applicable amendments to Buyer pursuant and orders/regulations issued under such laws and revisions thereof. Upon request, Supplier shall furnish Purchaser with evidence, satisfactory to Purchaser, of compliance with all such state or federal laws, rules and regulations.
11.3 Supplier hereby certifies that all Wood Fuels produced and delivered under this Agreement shall be an article which may notdone so in compliance with State Forestry Best Management Practices, as published by the Texas Forestry Association.
11.4 Supplier warrants that no Wood Fuels produced and delivered under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be harvested from a legally-designated conservation area.
11.5 Supplier warrants that title to all Wood Fuels produced and delivered under this Agreement shall pass to Purchaser free and clear of any poisonous all liens, claims, security interests or deleterious substance which may make the Products enclosed therein fail encumbrances, hereinafter referred to conform to clause (i) or (ii) of in this paragraphSection as “liens.” When requested by Purchaser, and (iv) Supplier shall conduct tests reasonably necessary collect and provide Purchaser landowner source information.
11.6 Supplier agrees to ensure that the Products provided pay, or cause to Buyer pursuant to this Agreement are safe for human consumption and conform be paid, all severance taxes or other levies upon or incident to the requirements production and delivery of this Agreement when delivered to Buyer. Notwithstanding the foregoingall Wood Fuels hereunder that shall or may constitute a lien thereon or on any products manufactured therefrom.
11.7 At its own expense, it is specifically understood and agreed that each of SupplierSupplier shall defend all claims against Purchaser’s representations and warranties set forth above shall exclude any and all Product conditions, qualities and/or characteristics to the extent arising out of title or relating to any breach of Buyer’s representations or warranties set forth other proprietary interests warranted in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE.
Appears in 1 contract
Samples: Wood Fiber Supply Contract
Supplier’s Representations and Warranties. 18.1 Supplier represents and warrants that:
(A) all Products furnished under this Agreement are and will:
(a) be free from defects in design, material and workmanship;
(b) comply with the applicable Requirements hereunder;
(c) comply with applicable national, federal, state, provincial and local governmental laws and regulations and industry standards;
(d) be new and not used or reconditioned;
(e) be merchantable; and
(f) be suitable for the particular purpose or use for which they are purchased by SOUND UNITED;
(g) not infringe any patent, copyright, trademark, trade secret or similar 14 intellectual property or proprietary right.
(B) Supplier will, at all times, be in full compliance with: (a) SOUND UNITED’s Supplier Code of Conduct; and (b) Memorandum of Understanding in relation to Buyer that Environmental Conservation, attached hereto as Exhibit A and Exhibit B, respectively, or as updated from time to time by SOUND UNITED upon written notice;
(C) Supplier acknowledges and supports SOUND UNITED’s Conflict Minerals Policy, attached hereto as Exhibit C or as updated from time to time by SOUND UNITED upon written notice, and agrees to meet SOUND UNITED’s expectations from suppliers as set forth therein;
(D) Supplier has obtained, at its expense, all standard government, environmental, consumer protection and safety approvals required by applicable laws with respect to the Products, including but not limited to those expressly set forth in the Requirements, and will provide, upon SOUND UNITED’s request, all relevant documentations relating thereto; and
(E) Supplier will be responsible for compliance with any and all applicable export laws and regulations in connection with exporting of the Products to the delivery locations designated in the applicable Purchase Order.
18.2 SOUND UNITED’s approval of Supplier’s designs and/or selections with respect to any aspect of the Products shall not relieve Supplier of its obligations under this Agreement. All warranties of Supplier shall survive inspection, acceptance and payment and shall run to the Indemnitees.
18.3 In the event of Supplier’s breach of any of the representations and warranties hereunder, SOUND UNITED may, at its option, require Supplier to retrieve the Products within a period specified by SOUND UNITED at Supplier’s cost and expense and: (i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local laws, rules and regulations, provide replacements; (ii) no repair the Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, or (iii) all packaging material utilized in connection with provide SOUND UNITED full refund of the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraphretrieved Products. In addition, and (iv) Supplier shall conduct tests reasonably necessary to ensure that indemnify and hold harmless the Products provided to Buyer pursuant to this Agreement are safe for human consumption Indemnitees from and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude against any and all Product conditions, qualities and/or characteristics to Damages incurred by the extent Indemnitees arising out of or relating to any Supplier’s breach of Buyer’s its representations and/or warranties hereunder, including but not limited to any costs and expenses incurred by the Indemnitees in connection with retrieval and replacement of the Products under the custody of distributors, dealers, end-users or warranties set forth in this Agreementany other party or person. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSE.[…***…]
Appears in 1 contract
Samples: Purchase Agreement (Masimo Corp)
Supplier’s Representations and Warranties. Supplier represents and warrants to Buyer that (i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “"FD&C Act”") and all other applicable federal, state and local laws, rules and regulations, (ii) no Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, (iii) all packaging material utilized in connection with the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraph, and (iv) Supplier shall conduct tests reasonably necessary to ensure that the Products provided to Buyer pursuant to this Agreement are safe for human consumption and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s 's representations and warranties set forth above shall exclude any and all Product conditions, qualities and/or characteristics to the extent arising out of or relating to any breach of Buyer’s 's representations or warranties set forth in this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENTExcept as otherwise specifically provided in this agreement, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANYneither supplier nor any of its direct or indirect subsidiaries or affiliates makes any, AND HEREBY DISCLAIMS ALLand hereby disclaims all, OTHER WARRANTIESother warranties, EITHER EXPRESS OR IMPLIEDeither express or implied, INCLUDING WITHOUT LIMITATIONincluding without limitation, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSEthe implied warranty of fitness for any purpose.
Appears in 1 contract
Samples: Co Packing Agreement (Teo Foods Inc)
Supplier’s Representations and Warranties. 18.1 Supplier represents and warrants that:
(A) all Products furnished under this Agreement are and will:
(a) be free from defects in design, material and workmanship;
(b) comply with the applicable Requirements hereunder;
(c) comply with applicable national, federal, state, provincial and local governmental laws and regulations and industry standards;
(d) be new and not used or reconditioned;
(e) be merchantable; and
(f) be suitable for the particular purpose or use for which they are purchased by SOUND UNITED;
(g) not infringe any patent, copyright, trademark, trade secret or similar intellectual property or proprietary right.
(B) Supplier will, at all times, be in full compliance with: (a) SOUND UNITED’s Supplier Code of Conduct; and (b) Memorandum of Understanding in relation to Buyer that Environmental Conservation, attached hereto as Exhibit A and Exhibit B, respectively, or as updated from time to time by SOUND UNITED upon written notice;
(C) Supplier acknowledges and supports SOUND UNITED’s Conflict Minerals Policy, attached hereto as Exhibit C or as updated from time to time by SOUND UNITED upon written notice, and agrees to meet SOUND UNITED’s expectations from suppliers as set forth therein;
(D) Supplier has obtained, at its expense, all standard government, environmental, consumer protection and safety approvals required by applicable laws with respect to the Products, including but not limited to those expressly set forth in the Requirements, and will provide, upon SOUND UNITED’s request, all relevant documentations relating thereto; and
(E) Supplier will be responsible for compliance with any and all applicable export laws and regulations in connection with exporting of the Products to the delivery locations designated in the applicable Purchase Order.
18.2 SOUND UNITED’s approval of Supplier’s designs and/or selections with respect to any aspect of the Products shall not relieve Supplier of its obligations under this Agreement. All warranties of Supplier shall survive inspection, acceptance and payment and shall run to the lndemnitees.
18.3 In the event of Supplier’s breach of any of the representations and warranties hereunder, SOUND UNITED may, at its option, require Supplier to retrieve the Products within a period specified by SOUND UNITED at Supplier’s cost and expense and: (i) all Products provided to Buyer pursuant to this Agreement shall be produced and packaged in accordance with, and are not adulterated or misbranded within the meaning of, the Federal Food, Drug, and Cosmetic Act, as amended (the “FD&C Act”) and all other applicable federal, state and local laws, rules and regulations, provide replacements; (ii) no repair the Products provided to Buyer pursuant to this Agreement shall be an article which may not, under the applicable provisions of the FD&C Act, be introduced into interstate commerce, or (iii) all packaging material utilized in connection with provide SOUND UNITED full refund of the Products provided to Buyer pursuant to this Agreement shall be free of any poisonous or deleterious substance which may make the Products enclosed therein fail to conform to clause (i) or (ii) of this paragraphretrieved Products. In addition, and (iv) Supplier shall conduct tests reasonably necessary to ensure that indemnify and hold harmless the Products provided to Buyer pursuant to this Agreement are safe for human consumption lndemnitees from and conform to the requirements of this Agreement when delivered to Buyer. Notwithstanding the foregoing, it is specifically understood and agreed that each of Supplier’s representations and warranties set forth above shall exclude against any and all Product conditions, qualities and/or characteristics to Damages incurred by the extent lndemnitees arising out of or relating to any Supplier’s breach of Buyer’s its representations and/or warranties hereunder, including but not limited to any costs and expenses incurred by the lndemnitees in connection with retrieval and replacement of the Products under the custody of distributors, dealers, end-users or warranties set forth in any other party or person, provided that this Agreement. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS AGREEMENT, NEITHER SUPPLIER NOR ANY OF ITS DIRECT OR INDIRECT SUBSIDIARIES OR AFFILIATES MAKES ANY, AND HEREBY DISCLAIMS ALL, OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTY OF FITNESS FOR ANY PURPOSESub-Section 18.3 shall not apply where Supplier clearly proved that SOUND UNITED is solely responsible for such Damages.
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Samples: Purchase Agreement (Masimo Corp)