Supplier’s Warranty. For a 12 month period from the expiration of the Inspection Period for such Products, Supplier warrants that the Products furnished under this Agreement shall (i) conform in every respect to any specifications provided by Supplier to S&W; (ii) be new and free from material defects in material or workmanship; (iii) be adequately contained, packaged, marked, and labeled; (iv) conform to any and all applicable technical and safety provisions and comply in all respects with any and all applicable federal, state and local laws, regulations, directives and standards including, without limitation, those concerning safety, labor, health and the environment; and (v) be appropriate for the purpose for which the Product is intended to be used. Inspection, testing, acceptance or use of the Products shall not affect Supplier’s obligation under this warranty, and such warranty shall survive inspection, testing, acceptance and use. The foregoing shall not limit, however, Supplier’s standard warranty for a Product provided to the end-user (consumer purchaser) of such Product as set forth on the packaging of such Product (“End-User Warranty”), and S&W may sell the Products to end-users subject to Supplier’s End-User Warranty.
Supplier’s Warranty. 11.1 The Supplier warrants that:
(a) on the date of delivery and for a period of 12 months thereafter (Warranty Period) the Goods and all their component parts, where applicable,
(i) conform in all material respects with their description in the Specification Document; and
(ii) are free from any material defects in design, workmanship, construction or materials,
(b) the Service performed under this Agreement shall be performed using reasonable skill and care, and of a quality conforming to generally accepted industry standards and practices.
11.2 Subject to clause 11.3, if
(a) the Customer gives notice in writing during the Warranty Period within 21 days of discovery that some or all of the Goods do not comply with the warranty set out in clause 11.1;
(b) the Supplier is given a reasonable opportunity of examining such Goods; and
(c) the Customer (if asked to do so by the Supplier) returns such Goods to the Supplier's place of business at the Customer's cost, the Supplier shall, at its option, repair or replace the defective Goods free of charge, or refund the price paid for the defective Goods in full.
11.3 The Supplier shall not be liable for the failure of the Goods to comply with the warranty in clause 11.1 if:
(a) the Customer makes any further use of such Goods after giving notice to the Supplier in accordance with clause 11.2;
(b) the defect arises because the Customer failed to follow the Supplier's oral or written instructions as to the storage, installation, use or maintenance of the Goods or (if there are none) good trade practice;
(c) the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
(d) the Customer alters or repairs such Goods without the prior written consent of the Supplier;
(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;
(f) where any Goods the price of which is Ex-Works are lost or damaged or deteriorate in transit.
11.4 The Supplier's warranty is invalidated if the Customer does not pay for the Goods and/ or Service by the due date.
11.5 Except as expressly stated in this Agreement, all warranties whether express or implied, by operation of law or otherwise, are hereby excluded to the extent possible in relation to the Goods and Service to be provided by the Supplier.
11.6 The terms of the Agreement shall apply to any repaired or replacement Goods supplied by the Supplier under clause 11.2.
Supplier’s Warranty. Supplier represents and warrants that:
i. its Authorised Users have authority to act on behalf of the Supplier; and
ii. all Content or other materials submitted by the Supplier to Earlytrade under this Agreement will not:
A. infringe on any third party's rights, including any Intellectual Property Rights,
B. violate any applicable law, statute, ordinance or regulation; or
C. contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines.
iii. it is duly organised, validly existing and in good standing under applicable law;
iv. it has the power and authority to execute, deliver and perform under this Agreement; and
v. this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
Supplier’s Warranty. 4.1 The Supplier warrants and represents to the University that:
a) it has full capacity and authority and has obtained all necessary approvals, consents, licenses and permissions for the performance of its obligations under the Contract;
b) the Equipment will conform with the quality, description and other particulars of the Equipment stated in the Purchase Order;
c) the Equipment will conform to all samples, drawings, descriptions and specifications provided to the University by the Supplier;
d) the Equipment will conform with all standards referred to on any part of the Equipment and in any product packaging and/or documentation in, with or in relation to which the Equipment is supplied;
e) the Equipment will be of satisfactory quality and fit for any intended uses expressly or impliedly made known to the Supplier, and will be free from all defects in materials, workmanship and installation for a period of 12 months from the date of delivery;
f) the Equipment will comply with all performance and other specifications stated in the Purchase Order, and all applicable legislation for the time being in force;
g) the Supplier will allow the University, at any time within 12 months from the date of delivery of the Equipment, to enter with the Supplier into a maintenance agreement for the Equipment in all respects on the Supplier´s standard conditions (including without limitation as to price and duration);
h) where, at any time, the University has not entered into a maintenance agreement of the kind referred to above, it will be entitled to maintain the Equipment, or by or through any third party; and
i) the Supplier will, to the University provide high quality user manuals and training and other documentation for the Equipment without further charge in such form and quantities as the University may reasonably stipulate, or as stipulated in the Purchase Order at any time before 14 days after delivery.
4.2 The University's rights under the Contract are in addition to the statutory terms implied in favour of the University by the Sale of Goods Xxx 0000 and the Supply of Goods and Services Xxx 0000 and any other statute.
4.3 The provisions in this Condition 4 shall survive any delivery, inspection, acceptance, payment or performance pursuant to the Contract and shall extend to any replacement, repaired, substitute or remedial equipment provided by the Supplier.
Supplier’s Warranty. Unless otherwise provided in this agreement, Supplier hereby represents and warrants that: (a) the Materials are original, Supplier owns all right, title and interest in the Materials, and
(b) no third party has any rights in, to, or arising out of, the Materials; (c) the Materials do not infringe or otherwise violate the rights any third party.
Supplier’s Warranty. The Supplier warrants and represents to the Authority that it has conducted its own analysis and review of the Disclosed Data and that it has satisfied itself as to the accuracy, completeness and fitness for purpose of any Disclosed Data on which it places reliance.
Supplier’s Warranty. Unless otherwise provided in this Agreement, Supplier hereby represents and warrants: (a) that no third party has any rights in, to, or arising out of the Photographs supplied hereunder; (b) that Supplier has full right and power to enter into this Agreement; (c) that all models and any other living persons, or the representatives of any deceased persons whose names or likenesses are used in the Photographs, and the owners of any unique or unusual inanimate objects which are used in the Photographs, have executed releases allowing unlimited use by Purchaser (Supplier shall supply Purchaser with copies of said releases with the Photographs hereunder); and (d) that the Photographs comply with Purchaser’s specifications and are free from any material defects in design or workmanship; and (e) that the material supplied hereunder complies with and/or has been produced in accordance with all applicable state and federal laws and regulations.
Supplier’s Warranty. SUPPLIER hereby represents and warrants as follows:
(a) The Product will conform with the Specifications.
(b) Subject to Section 5.2(b) of the Asset Purchase Agreement, SUPPLIER will comply in all material respects with any law, regulation, ordinance, order, injunction, decree or requirement applicable to the manufacture of the Product or Active Ingredient (including GMPs); provided that PURCHASER will reimburse SUPPLIER for any increased costs that SUPPLIER reasonably incurs (and cannot reasonably defer) in manufacturing the Product or Active Ingredient, or operating the respective facilities in which the Product or Active Ingredient is manufactured, as a result of any change in such laws or regulations.
(c) SUPPLIER will maintain in effect all material governmental permits, licenses, orders, applications and approvals required of it and make all filings and notifications required of it regarding the manufacturing of the Product and Active Ingredient; and SUPPLIER will manufacture the Product and Active Ingredient in material compliance with all such permits, licenses, orders, applications and approvals.
(d) SUPPLIER and SUPPLIER's employees and Affiliates have never been (i) debarred or (ii) convicted of a crime for which a person can be debarred, under Section 306(a) or 306(b) of the Generic Drug Enforcement Act of 1992. SUPPLIER agrees that it will promptly notify PURCHASER in the event of any such debarment or conviction. The terms of the preceding sentence shall survive the termination or expiration of this Agreement.
(e) The Product shall, at the time it is delivered under Section 3.1, not be adulterated or misbranded within the meaning of the FFDCA or any equivalent local legislation. SUPPLIER shall have no responsibility for costs and expenses associated with any recall of Product on or after the date hereof attributable to a determination by a governmental or regulatory authority that the use of the Warnxx-Xxxxxxx Xxxe on such Product would constitute misbranding within the meaning of the FFDCA. 83
(f) SUPPLIER has full authority to enter into this Agreement.
Supplier’s Warranty. Supplier warrants that, except as indicated on a Supplier sales order acknowledgment form as warranted by the original manufacturer, all new Supplier Products shall perform substantially in accordance with the applicable written specifications published in the applicable Product data sheets and user manuals, and to be free from defects in material and workmanship under normal use and service. The “Warranty Period” shall be for the period stated in the applicable Appendix for such Product or any other writing signed by the parties.
Supplier’s Warranty. (a) The Software is made up of the Core System [the SmartCore ‘Engine’] and one or more Application Modules [e.g. Project Management, Timesheets]. The Application Modules may be configured by the Supplier or Customer to meet the Customer’s specific requirements. The Core System will be the current release at the time when it is delivered to the Customer. The Supplier’s sole obligation will be to remedy any non-conformity of the Software to its specification, provided that the Supplier has been notified of the non-conformity within ninety [90] days of the date of delivery of the Software to the Customer;
(b) The above constitutes the only warranty provided by the Supplier in respect of the Software and the Services. The obligations and liabilities of the Supplier in this Agreement are in place of, and the Customer accordingly waives, all implied guarantees and warranties, including without limitation, any warranty of merchantability or fitness for a particular purpose whether or not any purpose has been notified to the Supplier;
(c) The Customer acknowledges that:
(i) The Software has not been developed to meet individual Customer specifications;
(ii) The Software cannot be tested in advance in every possible operating combination and environment;
(iii) It is not possible to produce Software known to be error-free in all circumstances.
(d) The Customer is expressly prohibited from attempting any error correction or modification of the Software. The Customer may configure the Software using the features provided as part of the Software.
