Common use of THE SUPPLIER'S WARRANTIES Clause in Contracts

THE SUPPLIER'S WARRANTIES. 12.1 If the Customer notifies the Supplier in writing of any defect or fault in the Software and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of the Licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's option, do either of the following: 12.1.1 repair the Software; or 12.1.2 replace the Software, provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault. 12.2 The Supplier does not warrant that the use of the Software will be uninterrupted or error-free. 12.3 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. 12.4 The Supplier represents and warrants to the Customer that: 12.4.1 the Services will be performed: (a) in accordance with all applicable laws and regulations; and (b) with all reasonable skill and care; 12.4.2 to the best of its knowledge and belief, the Deliverables will not infringe the UK Intellectual Property Rights of any third party; and 12.4.3 at the date of this agreement, the Supplier has obtained and will maintain for the duration of this agreement all permissions, licences and consents necessary for the Supplier to perform the Services. 12.5 If, during the term of this agreement, the Supplier receives written notice from the Customer of any breach by the Supplier of the representations and warranties contained in clause 12.4.1, the Supplier shall, at its own option and expense, remedy that breach within a reasonable period following receipt of such notice, or terminate this agreement immediately on written notice to the Customer and repay to the Customer all sums which the Customer has paid to the Supplier under this agreement during the year in which the termination occurs, less a charge for the Services performed up to the date of termination. The Customer shall provide all information reasonably necessary to enable the Supplier to comply with its obligations under this clause 12.5. This clause sets out the Customer's sole remedy and the Supplier's entire liability for breach of clause 12.4.1. 12.6 No representation or warranty is given by the Supplier that all faults will be fixed, or will be fixed within a specified period of time. 12.7 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.

THE SUPPLIER'S WARRANTIES. 12.1 If the Customer notifies the Supplier in writing of any defect or fault in the Software and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of the Licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's option, do either of the following: 12.1.1 repair the Software; or 12.1.2 replace the Software, provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault. 12.2 9.1 The Supplier does not warrant that the use of the Software will be uninterrupted or error-free. 12.3 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. 12.4 The Supplier represents and warrants to the Customer that: 12.4.1 (a) the Services will be performedperformed by appropriately qualified and trained personnel, with the best care, skill and diligence and to such high standards of quality as it is reasonable for the Customer to expect in all the circumstances; (b) it has all authorisations from all relevant third parties to enable it to supply the Services without infringing any applicable law, regulation, code or practice or any third party’s rights and has all necessary internal authorisations to approve the execution and performance under the Contract and will produce evidence of that action to the Customer on its request; (c) it will ensure that the Customer is made aware of all relevant requirements of any applicable law, regulation or code of practice which applies or is relevant to the supply of the Services to the Customer; (d) information in written or electronic format supplied by, or on behalf of, the Supplier to the Customer at any stage during the tender process, the negotiation process, the due diligence process or the term of the Contract was complete and accurate in all material respects at the time it was supplied, and any amendments or changes to the previously supplied information will be provided to the Customer without delay; (e) it will not and will procure that none of its employees will accept any commission, gift, inducement or other financial benefit from any supplier or potential supplier of the Customer; (f) none of its directors or officers or any of the employees of the Supplier has any interest in any supplier or potential supplier of the Customer or is a party to, or are otherwise interested in, any transaction or arrangement with the Customer; and 9.2 In case of any situation constituting or likely to lead to a breach of a warranty in Clause 9.1 during the term of this Contract, the Supplier shall: (a) notify the Customer in accordance with all applicable laws writing and regulationswithout delay of such breach; and (b) with take all reasonable skill and care; 12.4.2 necessary steps to the best of its knowledge and belief, the Deliverables will not infringe the UK Intellectual Property Rights of any third party; and 12.4.3 at the date of rectify this agreement, the Supplier has obtained and will maintain for the duration of this agreement all permissions, licences and consents necessary for the Supplier to perform the Services. 12.5 If, during the term of this agreement, the Supplier receives written notice from the Customer of any breach by the Supplier of the representations and warranties contained in clause 12.4.1, the Supplier shall, at its own option and expense, remedy that breach within a reasonable period following receipt of such notice, or terminate this agreement immediately on written notice to the Customer and repay to the Customer all sums which the Customer has paid to the Supplier under this agreement during the year in which the termination occurs, less a charge for the Services performed up to the date of terminationsituation. The Customer shall provide all information reasonably necessary reserves the right to enable verify that the Supplier measures taken are appropriate and to comply request additional steps are taken with its obligations under this clause 12.5a specified time period. This clause sets out Failure to implement the requested measures may lead to the termination of the Contract. These rights are without prejudice to the Customer's sole remedy and the Supplier's entire liability for breach of clause 12.4.1. 12.6 No representation or warranty is given by the Supplier that all faults will be fixed, or will be fixed within a specified period of time. 12.7 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.’s rights in Clause 9.1

THE SUPPLIER'S WARRANTIES. 12.1 12.1. If the Customer notifies the Supplier in writing of any defect or fault in the Software and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of the Licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's option, do either of the following: 12.1.1 repair the Software; or 12.1.2 replace the Software, provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault. 12.2 12.2. The Supplier does not warrant that the use of the Software will be uninterrupted or error-free. 12.3 12.3. The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. 12.4 12.4. The Supplier represents and warrants to the Customer that: 12.4.1 the Services will be performed: (a) in accordance with all applicable laws and regulations; and (b) with all reasonable skill and care; 12.4.2 to the best of its knowledge and belief, the Deliverables will not infringe the UK Intellectual Property Rights of any third party; and 12.4.3 at the date of this agreement, the Supplier has obtained and will maintain for the duration of this agreement all permissions, licences and consents necessary for the Supplier to perform the Services. 12.5 12.5. If, during the term of this agreement, the Supplier receives written notice from the Customer of any breach by the Supplier of the representations and warranties contained in clause 12.4.1, the Supplier shall, at its own option and expense, remedy that breach within a reasonable period following receipt of such notice, or terminate this agreement immediately on written notice to the Customer and repay to the Customer all sums which the Customer has paid to the Supplier under this agreement during the year in which the termination occurs, less a charge for the Services performed up to the date of termination. The Customer shall provide all information reasonably necessary to enable the Supplier to comply with its obligations under this clause 12.5. This clause sets out the Customer's sole remedy and the Supplier's entire liability for breach of clause 12.4.1. 12.6 12.6. No representation or warranty is given by the Supplier that all faults will be fixed, or will be fixed within a specified period of time. 12.7 12.7. All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care.