Common use of Warranties and Indemnity Clause in Contracts

Warranties and Indemnity. 7.1 The Supplier warrants to the Company that the Goods: 7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any breach by the Supplier of this Agreement; 7.6.2 any act or omission of the Supplier or of any of its employees, agents or contractors; 7.6.3 any personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect of the Goods and/or Services; or 7.6.6 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paid. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.

Warranties and Indemnity. 7.1 The Supplier warrants to the Company that the Goods: 7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any breach by the Supplier of this Agreement; 7.6.2 any act or omission of the Supplier or of any of its employees, agents or contractors; 7.6.3 any personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect of the Goods and/or Services; or 7.6.6 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paid. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.

Warranties and Indemnity. 7.1 The Supplier warrants to the Company that the Goods: 7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 Act 1979 and the Sale and Supply of Goods Xxx 0000Act 1994, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB BDHG or RSPB BDHG Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any breach by the Supplier of this Agreement; 7.6.2 any act or omission of the Supplier or of any of its employees, agents or contractors; 7.6.3 any personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 Act 1987 or any other relevant legislation in respect of the Goods and/or Services; or 7.6.6 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paid. 7.8 7.7.1 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability Liability 7.8 No Goods supplied or Services performed under the Agreement earlier than the date for delivery set out in the Order, or in any delivery schedule, will be accepted or paid for unless the Company notifies the Supplier in writing of its intention to accept the same. 7.9 The Supplier shall supply the Company on delivery of the Goods with full and clear operating, storage, handling and safety instructions, warning notices clearly displayed and other information as may be necessary for their proper use, maintenance and repair for the Company to accept delivery of the Goods. 7.10 Unless the Company expressly agrees otherwise in writing, containers and packing must be supplied free but will be returned to the Supplier, if required by written notice from the Supplier to the Company, at the Supplier's risk and expense. 7.11 Where more than one item of Goods is involved in the Order and the Company agrees to accept delivery by instalments, the Agreement shall be construed as a separate contract in respect of each instalment. Nevertheless failure to deliver any instalment shall entitle the Company at its option to treat the Agreement as repudiated. 7.12 If the Goods are delivered to the Company in excess of the quantities ordered the Company shall not be bound to pay for the excess and any excess will be and will remain at the Supplier's risk and will be returnable at the Supplier's expense. 7.13 The Supplier shall, free of charge and within 30 days from the giving of notice as provided below, either repair or replace ( as the Company shall elect) such of the Goods as may either be damaged in transit or having been placed in transit, fail to be delivered to the Company provided that: 7.13.1 in the case of damage to such Goods in transit, the Company shall within 30 days of delivery give notice in writing to the Supplier that the Goods have been damaged; 7.13.2 in the case of non-delivery, the Company shall (provided that the Company has been notified of dispatch within 10 days of the notified date of delivery) give notice to the Supplier that the Goods have not been delivered. 7.14 If the Goods require assembly and installation, the Supplier shall: insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.

Warranties and Indemnity. 7.1 The Supplier 15.1 AUVESY-MDT warrants to the Company Customer that: (a) AUVESY-MDT has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; (b) AUVESY-MDT will comply with all applicable legal and regulatory requirements applying to the exercise of AUVESY-MDT's rights and the fulfilment of AUVESY-MDT's obligations under this Agreement; (c) the Platform and Hosted Services will conform in all material respects with the specification set out in the Documentation; (d) it shall use reasonable endeavours to ensure that any Updates and Upgrades to the Platform will not introduce any material defects into the Platform; (e) it shall use reasonable endeavours to ensure that the Goods: 7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 Platform will be free from defects in design, material Viruses and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the CompanyVulnerabilities; and 7.1.4 (f) the Platform will incorporate security features reflecting the requirements of good industry practice. 15.2 The Customer shall: (a) provide AUVESY-MDT with all necessary: (i) co-operation in relation to this Agreement; and (ii) access to such information as may be required by AUVESY-MDT; in order to provide the Services, including but not limited to access to Protected Data; (b) comply with all statutory requirements applicable laws and regulations and voluntary codes of conduct relating with respect to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligenceits activities under this Agreement; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect (c) carry out all other Customer responsibilities set out in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations this Agreement in a timely and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, AUVESY-MDT may adjust any agreed timetable or delivery schedule as reasonably necessary (without liability); (d) ensure that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform BI Users use the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier Documentation in accordance with the terms and conditions of this Agreement and shall not be held liable responsible for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any BI User's breach by the Supplier of this Agreement; 7.6.2 any act or omission of the Supplier or of any of (e) obtain and shall maintain all necessary licences, consents, and permissions necessary for AUVESY-MDT, its employees, contractors and agents or contractorsto perform their obligations under this Agreement; 7.6.3 any personal injury to(f) ensure that its network and Customer Systems comply with the relevant specifications provided by AUVESY- MDT from time to time; and (g) be, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that permitted by applicable law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from the claim arises Customer Systems to AUVESY-MDT's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from any specificationsor relating to the Customer Systems, drawings, samples network connections or descriptions provided telecommunications links or caused by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect of the Goods and/or Services; or 7.6.6 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Servicesinternet. 7.6.7 15.3 The provisions of this Condition 7.6 Customer shall survive termination or expiry of the Agreementdefend, howsoever arising. 7.7 The Supplier shallindemnify and hold harmless AUVESY-MDT against claims, at its own expenseactions, adequately insure against its liability proceedings, losses, damages, expenses and costs (including without limitation court costs and all reasonable legal fees) arising out of or in connection with the provisions Customer's use of this Condition 7.6 and shall upon request produce the Services and/or Documentation, provided that: (a) the Customer is given prompt notice of any such claim; (b) AUVESY-MDT provides reasonable co-operation to the Company written evidence Customer in the defence and settlement of such cover and that premiums due have been paid. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability at the Customer's expense; and (c) the Customer shall not defend or settle the claim without the prior written consent of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensureAUVESY-MDT, as stated in Condition 7.7, that they have adequate insurance such consent not to cover the liabilities outlined in Condition 7.6be unreasonably withheld or delayed.

Warranties and Indemnity. 7.1 The Supplier warrants to the Company that the Goods: 7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any breach by the Supplier of this Agreement; 7.6.2 any act or omission of the Supplier or of any of its employees, agents or contractors; 7.6.3 any personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect of the Goods and/or Services; or 7.6.6 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paid. 7.8 7.7.1 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.

Warranties and Indemnity. 7.1 14.1 The Supplier warrants to the Company that the Goodsthat: 7.1.1 14.1.1 it is fully experienced, qualified, equipped, organised and financed to perform its obligations under this Agreement; and 14.1.2 that, for the duration of the Warranty Period, the Goods will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed;placed and for all purposes for which the Goods are commonly supplied; and 7.1.2 14.1.3 that, for the duration of the Warranty Period, the Goods will meet the Customer's performance criteria and conform to best industry practice; and 14.1.4 that, for the duration of the Warranty Period, the Goods will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 14.1.5 that the Goods will correspond with any relevant Specification or sample; and 14.1.6 that the Goods will comply with all statutory the general requirements and regulations and voluntary codes of conduct relating safety in terms of risk presented to the Goods health and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard safety of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstancespersons; and 7.2.3 14.1.7 the Goods will comply be in accordance with all statutory requirements, implied terms, regulations the Applicable Laws and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject Supplier infringes any of the Goods and/or Services under Condition 7.3 above Applicable Laws, the Supplier shall forthwith at its cost remedy be solely liable for the fault consequences of such infringement and hold the Customer harmless in respect of any actions, claims, proceedings or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months demands of first usewhatever nature arising out of or in connection with such infringement. 7.5 Where a 14.2 If the Supplier provides Goods created by a third partyreceives written notice from the Customer of any breach of the warranties listed at clause 14.1 above, whether during the Term or following the termination or expiry of this Agreement, then the Supplier shall without delay and at its own expense remedy the defect or error in question. 14.3 The Supplier shall indemnify the Customer against all Liabilities which the Customer may incur which arise from breach of any warranty or any other provision of this Agreement including those arising, directly or indirectly, from: 14.3.1 any act, omission, default or negligence of the Supplier, or any Sub-Contractor of the Supplier and their respective employees or agents; and/or 14.3.2 any breach of its obligations implied by section 12 of the Sale of Goods Xxx 0000 or section 2 of the Supply of Goods and Services Xxx 0000; and/or 14.3.3 any injury (including death) to any persons or loss of or damage to any property, provided in 7.1 above will be transferred from the third party to the Company and that the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply Liabilities to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full extent that they result from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any breach by the Supplier of this Agreement; 7.6.2 any negligent act or omission of the Supplier Customer or of any of its employees. 14.4 The Supplier shall ensure that all product guarantees, agents or contractors; 7.6.3 manufacturers' warranties and any personal injury to, or death of, any person caused by, relating other form of security it receives in relation to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except are either addressed to the extent that Customer or are assignable to the claim arises from any specifications, drawings, samples Customer. The Supplier shall on or descriptions provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect before delivery of the Goods and/or Services; or 7.6.6 any claim made against assign the Company in respect benefit of any liabilitysuch product guarantees and warranties to the Customer, loss, damage, cost or expense sustained such party nominated by the Company's employees or agentsCustomer pursuant to clause 14.5, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written supply evidence of such cover and that premiums due have been paidassignment to the Customer. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the 14.5 The Supplier shall maintain for further ensure that, at the duration Client's request, any product guarantees, manufacturers' warranties and any other form of security in relation to the Agreement Professional Indemnity insurance with Goods is assignable to a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and third party nominated by the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6Customer.

Warranties and Indemnity. 7.1 8.1. The Supplier Provider warrants to that it will maintain in force during this Agreement full and comprehensive Insurance Policies. 8.2. Where, in connection with the Company that the Goods: 7.1.1 will be of satisfactory quality within the meaning provision of the Sale of Goods Xxx 0000 and Project, the Sale and Supply of Goods Xxx 0000, and fit for Provider supplies any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created goods supplied by a third party, then the warranty provided in 7.1 above will be transferred from the third party Provider does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but will, where possible, assign to the Company and Customer the Supplier shall not be held liable benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Provider. 8.3. Subject to the limitations contained in Clause 9, the Provider will indemnify the Customer for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all directdirect losses or liabilities, indirect or consequential liability, loss, damages, injury, reasonable costs and expenses (including reasonable legal expensescosts) awarded against or reasonable expenses properly incurred or paid by the RSPB or RSPB Sales Limited or arising from any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any material breach by the Supplier Provider by it of the terms of this Agreement, provided that the Provider shall first have the opportunity to remedy such material breach within 20 Business Days before the Customer is entitled to rely on this Clause 8.3. 8.4. The Provider warrants that the Deliverables produced under a SOW will conform in all material respects to the specifications and requirements detailed in that SOW for a period of one month following the date of Acceptance by the Customer of those Deliverables (the “Warranty Period”). If any Deliverable or part of a Deliverable is found not to be in conformance during the Warranty Period, the Provider will repair any reported nonconformity at no charge to the Customer so that the Deliverables conform to the specifications and requirements provided in the applicable SOW. The Provider's warranty support obligations under this Agreement will not apply to any claimed nonconformity caused by: 8.4.1 the malfunction or improper use of any hardware or software not provided or procured by the Provider; 7.6.2 any act 8.4.2 the Customer’s negligence, fault or omission improper use of the Supplier or of any of its employees, agents or contractors; 7.6.3 any personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect of the Goods and/or Servicesa Deliverable; or 7.6.6 any claim 8.4.3 modifications to or changes in a Deliverable not made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or ServicesProvider. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paid. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.

Warranties and Indemnity. 7.1 The Supplier warrants to the Company that the GoodsGoods will: 7.1.1 will be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and, Any Specifications supplied are an absolute minimum, there is no lower/smaller tolerance allowed other than the tolerance stated 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier Seller warrants to the Company that the ServicesServices will: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or or perform the Services afresh at any time within 12 months of first useafresh. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid by the RSPB or RSPB Sales Limited GOMPELS HEALTHCARE LTD or any of its Subsidiaries or Holding Companies as a result of or in connection withwith any: 7.6.1 any 7.5.1 breach by the Supplier of this Agreement; 7.6.2 any 7.5.2 act or omission of the Supplier or of any of its employees, agents or contractors; 7.6.3 any 7.5.3 personal injury to, or death of, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 any 7.5.4 claim that the Goods infringe, or their use, resale or importation infringes any Intellectual Property Rights of any other third party except to the extent that the claim arises from any specifications, drawings, samples or descriptions provided by the Company; 7.6.5 any 7.5.5 liability under the Consumer Protection Xxx 0000 or any other relevant legislation in respect of the Goods and/or Services; or 7.6.6 any 7.5.6 claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents, by any customer or third party to the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Goods and/or Services. 7.6.7 The provisions of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 7.5 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paidcover. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.

Warranties and Indemnity. 7.1 9.1 The Supplier warrants to the Company that the Goods: 7.1.1 will shall never be of satisfactory quality within the meaning of the Sale of Goods Xxx 0000 and the Sale and Supply of Goods Xxx 0000, and fit for any purpose held out by the Supplier or made known to the Supplier in writing at the time the Order is placed; 7.1.2 will be free from defects in design, material and workmanship; 7.1.3 will correspond in every respect with any specifications, drawings, samples or descriptions provided by the Company; and 7.1.4 will comply with all statutory requirements and regulations and voluntary codes of conduct relating to the Goods and their sale and supply. 7.2 The Supplier warrants to the Company that the Services: 7.2.1 will be performed by appropriately qualified, trained and experienced personnel, with a high standard of skill, care and diligence; 7.2.2 will be performed to such high standard of quality as it is reasonable for the Company to expect in all the circumstances; and 7.2.3 will comply with all statutory requirements, implied terms, regulations and codes of practice relating to the supply of services generally and the Services in particular. 7.3 The Supplier acknowledges that precise conformity of the Goods and/or Services with the Agreement is of the essence of the Agreement and the Company shall be entitled to reject the Goods and/or Services if they are not in conformity with the Agreement, however slight the breach may be. 7.4 In the event that the Company does reject the Goods and/or Services under Condition 7.3 above the Supplier shall forthwith at its cost remedy the fault or (at the Company's option) replace the faulty Goods and/or perform the Services afresh at any time within 12 months of first use. 7.5 Where a Supplier provides Goods created by a third party, then the warranty provided in 7.1 above will be transferred from the third party to the Company and the Supplier shall not be held liable for any failure to meet the warranty conditions consequential loss or damage suffered by the third party goods. Condition 7 Warranty and Indemnity and Condition 13 Intellectual Property Rights shall only apply to the Goods and/or Services provided directly by Customer, howsoever caused. 9.2 Insofar as any of the Supplier. 7.6 The Supplier shall indemnify and keep indemnified the Company in full from and against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal expenses) awarded against or incurred or paid ’s obligations under this Agreement are carried out by the RSPB or RSPB Sales Limited or any of its Subsidiaries or Holding Companies as a result of or in connection with: 7.6.1 any breach by the Supplier of this Agreement; 7.6.2 any act or omission of the Supplier or of any of its employees, agents agents, sub-contractors, suppliers or contractors;the like, the provisions of this clause 9 and the indemnities provided herein shall apply mutatis mutandis to such parties. 7.6.3 any personal injury to9.3 The Customer acknowledges that, or death ofwith respect to certain brands, any person caused by, relating to or arising from the Goods and/or Services; 7.6.4 Supplier is not the manufacturer of the Goods. The Customer accordingly indemnifies and holds the Supplier harmless against any claim that may be brought against the Supplier in consequence of such Goods infringebeing defective and causing any damage whatsoever, whether through accident or their usenegligence, resale gross negligence or importation infringes any Intellectual Property Rights of any other third party except cause. 9.4 Goods are guaranteed according to the extent manufacturer’s product specific warranties only, as at the time of delivery of the Goods. 9.5 No warranties, other than those provided in this Agreement or by an external manufacturer, express or implied shall apply. The Supplier specifically disclaims the implied warranty of merchantability and fitness for a particular purpose. No representation or warranty, including but not limited to statements of quality, suitability for use or performance, made by employees of the Supplier shall be considered to be a warranty by or binding on the Supplier. Any such statements made shall not give rise to any liability of whatsoever nature on the part of the Supplier. The Customer agrees that in no event will the claim arises from any specificationsSupplier be liable to the Customer for special, drawings, samples indirect or descriptions consequential damages including but not limited to loss of profits. 9.6 The provisions of this Agreement including the warranties and indemnities provided in terms of this clause 9 shall likewise be provided by the Company; 7.6.5 any liability under the Consumer Protection Xxx 0000 or any other relevant legislation Customer in respect favour of the Goods and/or Services; or 7.6.6 any claim made against the Company Supplier, in respect of any liabilityclaim for damages, loss, damage, cost liability inclusive of any consequential loss and/or damage or expense sustained by the Company's employees or agents, by loss of profit that any customer or third party to may make against the extent that such liability, loss, damage, cost or expense was caused by, relates to or arises from the Supplier in respect of any Goods sold and/or Services. 7.6.7 The provisions utilised in terms of this Condition 7.6 shall survive termination or expiry of the Agreement, howsoever arising. 7.7 The Supplier shall, at its own expense, adequately insure against its liability arising out of the provisions of this Condition 7.6 and shall upon request produce to the Company written evidence of such cover and that premiums due have been paid. 7.8 Unless otherwise agreed in writing between the Supplier and the Company the Supplier shall maintain for the duration of the Agreement Professional Indemnity insurance with a minimum liability of £2million per claim, Product Liability insurance with a minimum liability of £2million per claim and Public Liability insurance with a minimum liability of £5 million per claim. This Condition 7.8 stipulates a minimum base level of insurance and the Supplier should ensure, as stated in Condition 7.7, that they have adequate insurance to cover the liabilities outlined in Condition 7.6.