Common use of SUPPLIER’S WARRANTIES Clause in Contracts

SUPPLIER’S WARRANTIES. 7.1 Supplier warrants that the Goods: (a) are safe; (b) are free from encumbrances, defect or fault; (c) are of merchantable quality; (d) include appropriate and correct warnings and instructions; (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier); (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industry. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreement.

SUPPLIER’S WARRANTIES. 7.1 10.1. The Supplier represents and warrants that to the GoodsCompany that: (a) are safeit has the right to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, subject to clause 6, upon payment of the Price (whether in part or in full) or Delivery (whichever is the earlier to occur) the Company will have good title to the Goods, free and clear of all interests and encumbrances including Security Interests; (b) are free from encumbrances, defect the Goods and/or Rental Items delivered to the Company will correspond in all respects with the Specifications and the representations made by the Supplier and any sample provided by or faulton behalf of the Supplier; (c) are the Supplier holds all relevant import licences, consents or authorities necessary for the performance of merchantable qualitythis Contract; (d) include appropriate and correct warnings and instructionsthe Company will have the full benefit of any manufacturer’s warranties that may be applicable to the Goods or any part of the Goods; (e) are the Goods will be of merchantable quality and free from defects in design, manufacture and assembly; (f) the Goods, Rental Items and Services will be fit for any particular purpose which the Company has made known (whether expressly or by implication) to the Supplier and will be fit also for the purpose for which purchased (as communicated by Ingredion to the Supplier)Goods, Rental Items and/or Services of a similar nature are commonly supplied; (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion.Goods, Rental Items and/or Services will comply with all laws (including statues, the common law and equity) in force in the jurisdiction in which they are supplied and with all relevant standards issued by Standards New Zealand; 7.2 Supplier warrants and represents to Ingredion that any (h) the Services performed by the Supplier or duly appointed sub-contractor: (a) shall will be performed in a good accordance with the Specifications and workmanlike fashion the terms and with all due speed, care, skill conditions described in the Purchase Order and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes the standards of practice, a reasonable and the highest standards prevailing in the Supplier’s industry.prudent provider of those Services; 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform (i) the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred performed by the parties Supplier will be performed using due skill, care and diligence, in so doing.a safe and competent manner and using qualified Supplier Personnel and equipment and materials of merchantable quality and fit for their use or intended use; 7.5 Ingredion shall have the right exercisable during (j) Supplier Personnel who are involved in the performance of the Services to suspend any payment obligation in respect and/or the supply of the Goods and/or Rental Items are competent and have the appropriate qualifications, job skills and training and hold and will maintain all required licences, permits and authorities; and (k) the Services will be performed in a timely manner and in accordance with the timeframes specified in the Special Conditions (if any), in which case time shall be of the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayedessence. 7.6 If 10.2. Subject to clause 10.4, the Services Supplier will be required to repair or replace any Goods or Rental Items, or re-perform any Services, which do not conform to any warranty, upon receipt of notice from the Company. 10.3. Where the Supplier repairs or replaces any Goods or Rental Items or re-performs any Services pursuant to any warranty, the Supplier shall bear all the costs occasioned thereby including the removal and transportation costs of the Goods and/or Rental Items from and return to the Company’s premises, labour costs and the costs of replacing or providing new parts for the Goods and/or Rental Items. 10.4. If any defect attributable to the design (other than a design provided by the Company), workmanship or operating characteristics of the Goods arises at any time up to the later of 30 months from the date the Goods are delivered or supplied, the Supplier must at its own expense and as soon as practicable after receiving notice from the Company, make such alterations, repairs and replacements to the Goods, as necessary to correct the defective design, workmanship or operating characteristics. 10.5. If the Supplier fails to comply with this Agreementthe requirements of clauses 10.2, Ingredion shall 10.3 and/or 10.4, the Company may have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement deficiency rectified by third parties and any extra expense incurred in recover the reasonable costs of doing so shall be paid by from the Supplier. 10.6. Where the Supplier obtains any warranties or guarantees not specified in these terms and conditions, the Supplier must ensure that it assigns to Ingredion. Before exercising the Company the benefit of such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreementwarranties or guarantees.

SUPPLIER’S WARRANTIES. 7.1 9.1 The Supplier represents and warrants that to the GoodsCompany that: (a) are safeit has the right to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, subject to clause 5, upon payment of the Price (whether in part or in full) or Delivery (whichever is the earlier to occur) the Company will have good title to the Goods, free and clear of all interests and encumbrances including Security Interests; (b) are free from encumbrances, defect the Goods and/or Rental Items delivered to the Company will correspond in all respects with the Specifications and the representations made by the Supplier and any sample provided by or faulton behalf of the Supplier; (c) are the Supplier holds all relevant import licences, consents or authorities necessary for the performance of merchantable qualitythis Contract including, without limitation, labour hire licences under the Labour Hire Licensing Xxx 0000 (SA), Labour Hire Licensing Xxx 0000 (VIC) or similar legislation in such other jurisdictions as the Services may be provided, and is responsible for the satisfaction of, and compliance with, the terms or conditions of any such approval; (d) include appropriate and correct warnings and instructionsthe Company will have the full benefit of any manufacturer’s warranties that may be applicable to the Goods or any part of the Goods; (e) are the Goods will be of merchantable quality and free from defects in design, manufacture and assembly; (f) the Goods, Rental Items and Services will be fit for any particular purpose which the Company has made known (whether expressly or by implication) to the Supplier and will be fit also for the purpose for which purchased (as communicated by Ingredion to the Supplier)Goods, Rental Items and/or Services of a similar nature are commonly supplied; (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion.Goods, Rental Items and/or Services will comply with all laws (including statues, the common law and equity) in force in the jurisdiction in which they are supplied and with all relevant standards issued by Standards Australia; 7.2 Supplier warrants and represents to Ingredion that any (h) the Services performed by the Supplier or duly appointed sub-contractor: (a) shall will be performed in a good accordance with the Specifications and workmanlike fashion the terms and with all due speed, care, skill conditions described in the Purchase Order and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes the standards of practice, a reasonable and the highest standards prevailing in the Supplier’s industry.prudent provider of those Services; 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform (i) the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred performed by the parties Supplier will be performed using due skill, care and diligence, in so doing.a safe and competent manner and using qualified Supplier Personnel and equipment and materials of merchantable quality and fit for their use or intended use; 7.5 Ingredion shall have the right exercisable during (j) Supplier Personnel who are involved in the performance of the Services to suspend any payment obligation in respect and/or the supply of the Goods and/or Rental Items are competent and have the appropriate qualifications, job skills and training and hold and will maintain all required licences, permits and authorities; and (k) the Services will be performed in a timely manner and in accordance with the timeframes specified in the Special Conditions (if any), in which case time shall be of the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayedessence. 7.6 If 9.2 Subject to clause 9.4, the Services Supplier will be required to repair or replace any Goods or Rental Items, or re-perform any Services, which do not conform to any warranty, upon receipt of notice from the Company. 9.3 Where the Supplier repairs or replaces any Goods or Rental Items or re-performs any Services pursuant to any warranty, the Supplier shall bear all the costs occasioned thereby including the removal and transportation costs of the Goods and/or Rental Items from and return to the Company’s premises, labour costs and the costs of replacing or providing new parts for the Goods and/or Rental Items. 9.4 If any defect attributable to the design (other than a design provided by the Company), workmanship or operating characteristics of the Goods arises at any time up to the later of 30 months from the date the Goods are delivered or supplied, the Supplier must at its own expense and as soon as practicable after receiving notice from the Company, make such alterations, repairs and replacements to the Goods, as necessary to correct the defective design, workmanship or operating characteristics. 9.5 If the Supplier fails to comply with this Agreementthe requirements of clauses 9.2, Ingredion shall 9.3 and/or 9.4, the Company may have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement deficiency rectified by third parties and any extra expense incurred in recover the reasonable costs of doing so shall be paid by from the Supplier. 9.6 Where the Supplier obtains any warranties or guarantees not specified in these terms and conditions, the Supplier must ensure that it assigns to Ingredion. Before exercising the Company the benefit of such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreementwarranties or guarantees.

SUPPLIER’S WARRANTIES. 7.1 6.1 Supplier warrants that the Goodsthat: (a) are safeServices provided under this Agreement will be free from encumbrances; (b) are free from encumbrancesServices will be provided with due care and diligence and is suitable for the purposes for which the Client engages the Supplier, defect or faultwhich is disclosed to the Supplier prior to the provision of Services; (c) Services when used in accordance with the specifications set out in the Statement of Work will perform in accordance with those specifications; and (d) any manuals will provide adequate instruction to enable the Client to properly use the Services and, if they are to be installed by the Client, to install them. 6.2 To the extent permitted by law, other than the warranties provided under clause 6.1, Supplier makes no warranty or representation, express or implied, in relation to Services provided by Third Parties under Third Party Contracts. 6.3 If, during the Warranty Period, the Client notifies Supplier in writing of merchantable qualitya defect in the Services and, Supplier must, at its cost: (a) promptly commence remedying or rectifying the defect through a method or procedure agreed between Supplier and the Client; (b) advise the Client of an estimate of how long it will take Supplier to remedy or rectify the defect in accordance with the agreed method or procedure; (c) if on-site attendance is specified as applicable during the Warranty Period, attend the site at which the Client is experiencing the defect to remedy or rectify the defect; (d) include appropriate provide the Client with regular updates of its progress in remedying or rectifying the defect until Supplier remedies and correct warnings and instructionsrectifies the defect; (e) are fit for conduct analysis and testing to ensure that the purpose for which purchased (as communicated by Ingredion to the Supplier);defect is remedied and rectified; and (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes provide written notification to the consumer from Ingredion without liability to IngredionClient that the defect has been remedied and rectified. 7.2 6.4 Supplier warrants and represents will not be liable under this clause to Ingredion the extent that any Services performed by Supplier or duly appointed sub-contractora defect is caused: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; andby the Client; (b) shall be carried out by a Third Party providing services or products under a Third Party Contract; or (c) an unauthorised modification to or the use of Supplier's Products by the Client which has not been agreed to by Supplier in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industrywriting. 7.3 Supplier shall 6.5 The Client will be permitted to conduct appropriate tests to ensure that all of its personnel the defect has been remedied and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 rectified. If the Services do defect has not conform with this Agreementbeen remedied and rectified, Ingredion shall have the right Client will notify Supplier and Supplier will, at its cost, continue to purchase Services from elsewhere which nearly as practicable conform provide the required services in order to this Agreement remedy and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase rectify the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreementdefect.

SUPPLIER’S WARRANTIES. 7.1 6.1 Supplier warrants that the Goodsthat: (a) are safeServices will be free from encumbrances; (b) are free from encumbrances, defect or faultServices will be provided with due care and diligence; (c) Services when used in accordance with the specifications set out in the Statement of Work will perform in accordance with those specifications; and (d) any manuals will provide adequate instruction to enable the Client to properly use the Services and, if they are to be installed by the Client, to install them. 6.2 To the extent permitted by law, other than the warranties provided under clause 6.1, Supplier makes no warranty or representation, express or implied, in relation to Services provided by Third Parties under Third Party Contracts. 6.3 If, during the Warranty Period, the Client notifies Supplier in writing of merchantable qualitya defect in the Services and, Supplier must, at its cost: (a) promptly commence remedying or rectifying the defect through a method or procedure agreed between Supplier and the Client; (b) advise the Client of an estimate of how long it will take Supplier to remedy or rectify the defect in accordance with the agreed method or procedure; (c) if on-site attendance is specified as applicable during the Warranty Period, attend the site at which the Client is experiencing the defect to remedy or rectify the defect; (d) include appropriate provide the Client with regular updates of its progress in remedying or rectifying the defect until Supplier remedies and correct warnings and instructionsrectifies the defect; (e) are fit for conduct analysis and testing to ensure that the purpose for which purchased (as communicated by Ingredion to the Supplier);defect is remedied and rectified; and (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes provide written notification to the consumer from Ingredion without liability to IngredionClient that the defect has been remedied and rectified. 7.2 6.4 Supplier warrants and represents will not be liable under this clause to Ingredion the extent that any Services performed by Supplier or duly appointed sub-contractora defect is caused: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; andby the Client; (b) shall be carried out by a Third Party providing services or products under a Third Party Contract; or (c) an unauthorised modification to or the use of Supplier's Products by the Client which has not been agreed to by Supplier in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industrywriting. 7.3 Supplier shall 6.5 The Client will be permitted to conduct appropriate tests to ensure that all of its personnel the defect has been remedied and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 rectified. If the Services do defect has not conform with this Agreementbeen remedied and rectified, Ingredion shall have the right Client will notify Supplier and Supplier will, at its cost, continue to purchase Services from elsewhere which nearly as practicable conform provide the required services in order to this Agreement remedy and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase rectify the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreementdefect.

SUPPLIER’S WARRANTIES. 7.1 The Supplier warrants and represents that: 12.1 in relation to Deliverables that are Products: 12.1.1 it has the Goodsright to transfer clear title in each Product to Customers and each Product will on Delivery be free from any charge or encumbrance; 12.1.2 each Product purchased by a Customer under a Customer Agreement: (a) are safewill during the Warranty Period operate in accordance with the requirements of this Agreement and the relative Customer Agreement; (b) are will during the Warranty Period be free from encumbrancesany Defect or omission in design, defect or faultperformance, workmanship and materials; (c) are will be new and will not have been previously installed other than for the purpose of merchantable qualitytesting by or on behalf of the Customer; (d) include appropriate and correct warnings and instructions;does not infringe any third party’s Intellectual Property Rights; and (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier); (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industry. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect Product must not deteriorate during the Warranty Period (other than what would be reasonably expected from normal usage and the passage of time) from the level of performance available at the time it is installed. 12.1.3 The Supplier’s Warranty Obligations do not apply where the Supplier can prove that the negligence of the Services if Customer has caused a Defect to the performance does not conform in quality with any stipulations in this Agreement or if Product. In that case the performance is delayedSupplier may charge for the cost of parts and labour necessary to repair the Product and the Supplier’s Warranty Obligations must then be reinstated. 7.6 If 12.2 in relation to Deliverables that are Services: 12.2.1 it will perform the Services do not conform using appropriately qualified Supplier Personnel; 12.2.2 it will perform the Services in accordance with this Agreementthe Service Levels; 12.2.3 it has access to all the necessary facilities and equipment to perform the Services; and 12.2.4 it has and will utilise the necessary skills, Ingredion shall have experience and expertise to perform the Services. 12.3 in relation to the supply of Deliverables by resale: 12.3.1 it has the right to purchase Services resell the Deliverables sourced from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid third party suppliers; and 12.3.2 if requested by Supplier to Ingredion. Before exercising such the Customer, must produce evidence of its right to purchase resell the Deliverables, including without limitation, evidence of good title. 12.4 The Supplier must comply with any relevant procedures applicable to the provision of Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace (where Services form part or whole of the Services Deliverables) set out in respect of which payment was cancelled with Services which conform with this Agreementthe Customer’s procedures manuals or as otherwise required by the Customer.

SUPPLIER’S WARRANTIES. 7.1 The Supplier warrants and represents that: 11.1 in relation to Deliverables that are, or include, Software: 11.1.1 the GoodsSoftware made available to (or accessible by) a Customer is properly Licensed so as to authorise its use and access; 11.1.2 where the Supplier is not the licensor of the Software, the licensor of the Software will comply with all Warranty Obligations during the Warranty Period given or made by the licensor in relation to that Software; and 11.1.3 where the Supplier is the licensor of the Software, the Supplier will comply with all Warranty Obligations in relation to that Software during the Warranty Period; 11.2 in relation to Deliverables that are Products: 11.2.1 it has the right to transfer clear title in each Product to Customers and each Product will on Delivery be free from any charge or encumbrance; 11.2.2 each Product purchased by a Customer under a Customer Agreement: (a) are safewill be of ‘acceptable quality’ in terms of the Competition and Consumer Xxx 0000 (Cwth) and is fit for its intended purpose; (b) are free from encumbrances, defect or faultwill during the Warranty Period operate in accordance with the requirements of this Agreement and the relative Customer Agreement; (c) are of merchantable qualitywill during the Warranty Period be free from any Defect or omission in design, performance, workmanship and materials; (d) include appropriate will (unless otherwise specified) be new and correct warnings and instructionswill not have been previously used other than for the purpose of testing by or on behalf of the Customer; (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier);does not infringe any third party’s Intellectual Property Rights; and (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industry. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect Product must not deteriorate during the Warranty Period (other than what would be reasonably expected from normal usage and the passage of time) from the level of performance available at the time it is installed. 11.2.3 where the Supplier is not the manufacturer of a Product, the manufacturer of the Services if Product will comply with all Warranty Obligations given or made by the performance does manufacturer in relation to that Product; 11.2.4 where the Supplier is the manufacturer of a Product, the Supplier will comply with all Warranty Obligations in relation to that Product; and 11.2.5 the Warranty Obligations do not conform in quality with any stipulations in this Agreement or if apply where it can be proved that the performance is delayednegligence of the Customer has caused a Defect to the Product. In that case the Supplier may charge for the cost of parts and labour necessary to repair the Product and the Warranty Obligations must then be reinstated. 7.6 If 11.3 in relation to Deliverables that are Services: 11.3.1 it will perform the Services do not conform using appropriately qualified Supplier Personnel with this Agreementthe necessary skills, Ingredion shall have experience and expertise to perform the Services; 11.3.2 the Services, and any Product resulting from the Services, will be reasonably fit for their intended purpose; 11.3.3 it will perform the Services in accordance with the Service Levels; 11.3.4 it has access to all the necessary facilities and equipment to perform the Services; and 11.3.5 the Services will be rendered with due care and skill. 11.4 in relation to the supply of Deliverables by resale: 11.4.1 it has the right to purchase Services resell the Deliverables sourced from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid third party suppliers; and 11.4.2 if requested by Supplier to Ingredion. Before exercising such the Customer, must produce evidence of its right to purchase resell the Services from an alternative supplierDeliverables, Ingredion shall give Supplier an opportunity to replace the Services in respect including without limitation, evidence of which payment was cancelled with Services which conform with this Agreementgood title.

SUPPLIER’S WARRANTIES. 7.1 The Supplier acknowledges and agrees that the Customer has entered into this agreement in reliance upon the Supplier's expertise in selecting and supplying goods and services fit to meet the Product Vision and the Requirements from time to time in the Product Backlog. 7.2 The Supplier warrants that the Goodsand represents that: (a) are safethe Customer will receive good and valid title to all Deliverables [and Delivered Results], free and clear of all encumbrances and liens of any kind; (b) are free from encumbrances, defect use of any of the Deliverables [or faultDelivered Results] does not infringe the Intellectual Property Rights of any third party; (c) are of merchantable qualitythe Software will, at Project Completion, and for 12 months after that date, perform in accordance with the Software Description; (d) include appropriate the Deliverables [and correct warnings Delivered Results] will be of satisfactory quality and instructionsfree from any material defect in design or manufacture; (e) are fit for the purpose for which purchased (as communicated by Ingredion to Development Team will perform the Supplier)Services in a timely, reliable and professional manner, in conformity with Good Industry Practice; (f) comply it is in compliance with, and will perform the Services in compliance with, all applicable law and regulations; (g) there has not been included or used any Open-Source Software or anything similar in, or in the development of, the Software nor does any Software operate in such a way that it is compiled with or linked to Open-Source Software or anything similar; (h) the Software will be tested for Viruses at the end of each Sprint and on Project Completion and any representationsidentified Viruses will be deleted in accordance with Good Industry Practice; (i) the Development Team Key Members, descriptionsother Development Team members [and the ScrumMaster] will perform their respective roles, samples or other specification (including Specification)responsibilities, qualityobligations and duties expressed to be on their part in this agreement within the relevant timescales specified in this agreement or, functionif none, performance or designas soon as reasonably possible; and (gj) include any applicable Supplier’s warranty that passes appointee from time to time to any such position will meet the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes level of practice, dedication and the highest standards prevailing respective criteria specified in the Supplier’s industrySchedule 3. 7.3 Supplier shall ensure that The warranties set out in clause 7.2 are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of its personnel satisfactory quality and sub-contractors are suitably qualified and legally hiredfitness for a particular purpose, in relation to perform the Services and that all necessary licences, work permits or other authorisations have been obtainedthis agreement. 7.4 If The Supplier does not warrant that the Software will operate uninterrupted or -free, but will endeavour to address faults within an agreed timeframe with the customer, as per Schedule 7. 7.5 The Supplier shall not in any materials which are required circumstances be liable under the warranties in clause 7.2(c) to the extent that it can demonstrate that any failure of the Software to comply with such warranties was caused by any Relief Event. 7.6 Breach of clause 7.2 shall be deemed a material breach of this agreement by the Supplier for the provision purpose of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doingclause 18.3(b). 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreement.

SUPPLIER’S WARRANTIES. 7.1 11.1 If Goods are being supplied under this Agreement, then the Supplier warrants that it has good and unencumbered title to the Goods and the Goods: (a) are safeconform with any description applied and any sample provided by the Supplier; (b) are free from encumbrances, defect or faultnew (unless otherwise specified); (c) are free from defects in material, manufacture and workmanship; (d) conform to any applicable Australian standards or other standards nominated in this Agreement; (e) conform with any Laws; (f) conform to the Specifications provided by the Supplier; (g) are of merchantable quality; (h) are installed correctly (if the Supplier is responsible for installation); (i) are fit for their intended purpose; and (j) are manufactured and supplied without infringing any person’s Intellectual Property Rights. 11.2 The Supplier must ensure that TTM receives full benefit of any manufacturer’s warranties in respect of the Goods. 11.3 During any Warranty Period, any defects in the Goods must be rectified at the Supplier’s expense. 11.4 If Services are being supplied under this Agreement, then the Supplier warrants that the Services will: (a) comply with the description of Services in the Purchase Order or the executed Project Proforma Contract; (b) be provided with due care and skill; (c) be provided in a timely and efficient manner; (d) include appropriate and correct warnings and instructionsbe provided in accordance with the best practices current in the Supplier’s industry; (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier)be supplied without infringing any person’s Intellectual Property Rights; (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or designbe performed by the Supplier’s Personnel; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing supplied in the Supplier’s industrymost cost-effective manner consistent with the required level of quality and performance. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreement.

SUPPLIER’S WARRANTIES. 7.1 Supplier warrants that each Product and/or corrected Product shall, as applicable, (i) be free from defects in materials and workmanship; (ii) conform to the Goods:requirements of this Agreement and any applicable Purchase Order including, but not limited to, any applicable descriptions, compositions, technical specifications and drawings; and, (iii) to the extent not manufactured pursuant to detailed designs and specifications provided by ***, be free from any defects in design, production, and fit for its intended purpose and merchantable. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE REDACTED PORTIONS OF THIS DOCUMENT WHICH ARE MARKED AS FOLLOWS: [*], AND THE REDACTED PORTIONS HAVE BEEN FILED SEPARATELY WITH THE SEC. 7.5.1 Warranty Period and Remedies If within *** (***) *** after delivery of any Product to *** (or within *** (***) *** of the discovery of a defect with respect to a latent defect in such items), such item fails to comply in any respect with the requirements set forth in this Agreement, *** shall provide evidence of such deviation and at ***’s discretion, Supplier shall either (i) make all necessary Corrections or (ii) authorize *** to make such Corrections (which Corrections may be performed at ***’s facilities or at any other facilities selected by ***). (a) are safe;All Corrections made by Supplier and all Corrections performed by *** pursuant to this Section shall be at Supplier’s expense, including, cost of product and applicable freight and customs charges. (b) are free from encumbrances, defect or fault; (c) are of merchantable quality; (d) include appropriate and correct warnings and instructions; (e) are fit The turn around time for the purpose for which purchased (as communicated by Ingredion to the Supplier); (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) Product under Correction shall be performed in a good and workmanlike fashion and with all due speedof *** (***) *** WHENEVER POSSIBLE, care, skill and diligence; and (b) shall be carried out in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing rules specified in the Supplier’s industryShipping Policy regarding non-conforming materials. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for the provision of the Services are not delivered fully in accordance with any stipulations in this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by the parties in so doing. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreement.

SUPPLIER’S WARRANTIES. 7.1 6.1 The Supplier acknowledges that CCDG has entered into this Agreement in reliance upon the Supplier’s expertise in selecting and supplying the Licensed Software and Support Services fit to meet Customer Requirements. 6.2 The Supplier warrants that the Goodsthat: (a) are safe6.2.1 it has the necessary skill and expertise to perform the obligations set out in this Agreement; 6.2.2 the Content is, and will continue to be, complete, accurate and compliant with the Customer Requirements; 6.2.3 it has the right to enter into this Agreement and to grant to CCDG a licence to use the Licensed Software as contemplated by this Agreement; 6.2.4 all of the information provided to it pursuant to the Invitation to Tender is accurate, complete and correct, and shall continue to be so for the Licence Term; 6.2.5 the Interest Guide will meet Customer Requirements; 6.2.6 the Licensed Software, as integrated to create the Interest Guide, will conform in all material respects to the Specification and be free from defects for a period of 90 days from the Go Live Date (b) “Warranty Period”); 6.2.7 the Licensed Software and the media on which it is delivered are free from encumbrances, defect or faultviruses and other malicious code; 6.2.8 it has not included or used any Open-Source Software or any libraries or code licensed from time to time under the General Public Licence (cas those terms are defined by the Open Source Initiative or the Free Software Foundation) are or anything similar in, or in the development of, the Licensed Software, nor does it operate in such a way that it is compiled with or linked to any of merchantable qualitythe foregoing; (d) include appropriate 6.2.9 the Licensed Software will be compatible, interface and correct warnings operate with the Website and instructions; (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier); (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable SupplierCCDG’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out ICT Environment in accordance with this Agreement, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industry.Customer Requirements; 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for 6.2.10 the provision of the Licensed Software, the Implementation Activities and Support Services are shall not delivered fully infringe any Intellectual Property Rights of any other person; 6.2.11 the provision of the Implementation Activities will be performed by appropriately qualified and trained personnel, with due care and diligence in accordance with the requirements of this Agreement; 6.2.12 the Support Services will be performed by appropriately qualified and trained personnel, with due care and diligence, in accordance with the Service Levels and to such high standard of quality as it is reasonable for CCDG to expect in all the circumstances; and 6.2.13 it shall comply with all applicable standards, regulations and other legal requirements concerning the provision of the Licensed Software and Support Services. 6.3 If, within the Warranty Period or as soon as reasonably practicable thereafter, CCDG notifies the Supplier of any stipulations defect or fault in the Interest Guide in consequence of which it fails to conform to any of the warranties in clause 6.2, the Supplier shall promptly repair or replace the relevant part of the Interest Guide free of charge. 6.4 The warranties in clause 6.2 that apply to the Interest Guide shall apply to any Modification that is acquired by CCDG during the course of this Agreement, Supplier shall immediately effect correct delivery and shall be responsible for any additional costs and expenses incurred by as though references to the parties in so doingInterest Guide are references to such acquired Modification. 7.5 Ingredion shall have the right exercisable during the performance of the Services to suspend any payment obligation in respect of the Services if the performance does not conform in quality with any stipulations in this Agreement or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreement.

SUPPLIER’S WARRANTIES. 7.1 5.1 The Supplier warrants that the Goodsthat: (a) are safe5.1.1 it has the authority and all the necessary licences, permits, accreditation and consents to enter into this Agreement and to provide the Services or Goods to the SABS under this Agreement; (b) are free from encumbrances, defect 5.1.2 it is the owner of or faulthas the right to use under license any intellectual property employed by it during or as part of the Services or Goods; (c) are 5.1.3 it has the capacity and an adequate number of merchantable quality; (d) include appropriate suitably qualified and correct warnings and instructions; (e) are fit for trained employees, officers or personnel who shall provide the purpose for which purchased (as communicated by Ingredion Services or Goods to the SABS under this Agreement. The allocation by the Supplier); (f) comply with any representations, descriptionsin its discretion, samples of employees, officers or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 Supplier warrants and represents to Ingredion that any Services performed by Supplier or duly appointed sub-contractor: (a) shall be performed in a good and workmanlike fashion and with all due speed, care, skill and diligence; and (b) shall be carried out personnel in accordance with this Agreementthe technical skill and knowledge required, with current industry standard codes of practice, and the highest standards prevailing in the Supplier’s industry. 7.3 Supplier shall ensure that all of its personnel and sub-contractors are suitably qualified and legally hired, to perform the Services and that all necessary licences, work permits or other authorisations have been obtained. 7.4 If any materials which are required by Supplier for not negatively impact on the provision of the Services are not or Goods by the Supplier to the SABS; 5.1.4 all the work to be performed, Good to be delivered fully in accordance with any stipulations in or Services to be rendered under this Agreement, Supplier shall immediately effect correct delivery and Agreement shall be responsible for any additional costs executed with promptness and expenses incurred due diligence, executed by the parties Supplier to the satisfaction of the SABS, so that it meets the objectives of the SABS in so doingseeking such Services or Goods; 5.1.5 the Goods supplied under this Agreement are new, unused, of the most recent or current models, and that they incorporate all recent improvements in design and materials; and 5.1.6 the Goods supplied under this Agreement shall have no defect, arising from design, materials, workmanship or from any act or omission of the Supplier and carry an manufacturer and other appropriate warranties. 7.5 Ingredion 5.2 The SABS shall have promptly notify the right exercisable during Supplier, in writing, of any claims arising under the performance warranty referred to in clause 5.1.6 hereof. Upon receipt of the Services to suspend any payment obligation in respect of notice, the Services if the performance does not conform in quality with any stipulations in this Agreement Supplier shall, urgently repair or if the performance is delayed. 7.6 If the Services do not conform with this Agreement, Ingredion shall have the right to purchase Services from elsewhere which nearly as practicable conform to this Agreement and any extra expense incurred in doing so shall be paid by Supplier to Ingredion. Before exercising such right to purchase the Services from an alternative supplier, Ingredion shall give Supplier an opportunity to replace the Services in respect of which payment was cancelled with Services which conform with this Agreementdefective Goods or parts thereof, without costs to the SABS.