Common use of Warranties and Liabilities Clause in Contracts

Warranties and Liabilities. 8.1 The Company warrants to Whitbread that the Goods will:- 8.1.1 be of satisfactory quality and fit for any purpose held out by the Company or made known to the Company by Whitbread; 8.1.2 be free from defects in design, material and workmanship, and that the Company, upon becoming aware of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm the same in writing to Whitbread within three (3) days of such defect being identified; 8.1.3 correspond with any specification or sample; 8.1.4 comply with all statutory requirements and regulations relating to the sale of the Goods 8.2 The Company warrants to Whitbread that the Services will be performed by appropriately qualified and trained personnel acting with due care and diligence and to the best industry standard. 8.3 The Company shall indemnify Whitbread in full against all liabilities, losses, costs, damages, expenses (including legal expenses) and claims made against, awarded against or incurred or paid by Xxxxxxxxx as a result of or in connection with:- 8.3.1 any breach of any warranty given by the Company in relation to the Goods or Services; 8.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by Whitbread; 8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 8.3.4 any act or omission of the Company or its employees, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and 8.3.5 the supply, delivery and installation of the Goods and the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence of Whitbread or its employees acting in the course of their employment. 8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Agreement, then Whitbread shall be entitled:- 8.4.1 to require the Company to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement within 7 days; or 8.4.2 at Whitbread's sole option, and whether or not Whitbread has previously required the Company to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement as discharged by the Company's breach and require the repayment of any money which has been paid. 8.5 The Company warrants that any equipment, software and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless against all costs, losses and liability including legal fees arising from any breach of this Clause.

Warranties and Liabilities. 8.1 10.1 The Company supplier warrants to Whitbread the RNB Group that the Goods will:-Goods: 8.1.1 10.1.1 will, where applicable, packaged with competence and due care, be of satisfactory merchantable quality and fit for any purpose held out by the Company Supplier or made known to the Company by Whitbreadsupplier at the time the Order is placed; 8.1.2 10.1.2 will be free from defects in design, material and workmanship, and that the Company, upon becoming aware of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm the same in writing to Whitbread within three (3) days of such defect being identified; 8.1.3 10.1.3 will correspond with any specification relevant Specification or sample;; and 8.1.4 10.1.4 will comply with all statutory requirements and regulations (or equivalent required expressly by RNB Group) relating to the sale of the Goods. 8.2 10.2 The Company Supplier warrants to Whitbread the RNB Group that the Services will be performed by appropriately qualified and trained personnel acting personnel, with due care and diligence and to such high standard of quality as it is reasonable for the best industry standardRNB Group to expect in all the circumstances. 8.3 10.3 Without prejudice to any other remedy, if any Goods are not supplied and/or Services are not performed in accordance with the Contract, then the RNB Group shall be entitled: 10.3.1 to require the supplier to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or 10.3.2 to carry out or have carried out at the Supplier’s expense such work as is necessary to ensure the Goods and/or the Services comply in all respects with the Contract, or 10.3.3 at the RNB Group’s sole option, and whether or not the RNB Group has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services or has carried out or had carried out work under clause 10.3.2, to treat the Contract as repudiated by the Supplier’s breach and require the repayment of any part of the Price which has been paid. No failure or delay on the part of the RNB Group to exercise any of its rights in respect of any default under the Contract by the Supplier shall prejudice its rights in connection with the same or any subsequent default. 10.4 The Company Supplier shall indemnify Whitbread the RNB Group in full against all liabilitiesliability, losses, costsloss, damages, costs and expenses (including legal expenses) and claims made against, awarded against or incurred or paid by Xxxxxxxxx the RNB Group in connection with or as a result of: 10.4.1 failure of the Supplier to comply with the Contract or in connection with:- 8.3.1 any breach of any warranty given by the Company Supplier in relation to the Goods or and/or the Services; 8.3.2 10.4.2 any claim that the Goods infringe or Goods, their importation importation, use or resale and/or the performance of the Services infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person person, except to the extent that any such the claim arises from wholly and exclusively as a direct result of compliance with a specification or design supplied by Whitbreadspecific instructions in Writing from an authorised representative of the RNB Group; 8.3.3 10.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 8.3.4 10.4.4 any act or omission of the Company Supplier or its employees, agents or subcontractors sub-contractors in supplying supplying, delivering and installing the Goods or in performing the ServicesGoods; and 8.3.5 the supply, delivery and installation 10.4.5 any act or omission of the Goods and Supplier or its employees, agents or sub-contractors in connection with the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence of Whitbread or its employees acting in the course of their employmentServices. 8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Agreement, then Whitbread shall be entitled:- 8.4.1 to require the Company to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement within 7 days; or 8.4.2 at Whitbread's sole option, and whether or not Whitbread has previously required the Company to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement as discharged by the Company's breach and require the repayment of any money which has been paid. 8.5 The Company warrants that any equipment, software and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless against all costs, losses and liability including legal fees arising from any breach of this Clause.

Warranties and Liabilities. 8.1 The Company Seller warrants to Whitbread IAC that the Goods will:- 8.1.1 (a) will be of satisfactory merchantable quality (within the meaning of the Sale of Goods Act 1893 (as amended), or UCC Section 2-314, as applicable) and fit for any purpose held out by the Company Seller or made known to the Company by Whitbread; 8.1.2 Seller in Writing at the time the Order is placed; (b) will be free from defects in design, material and workmanship, and that the Company, upon becoming aware of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm the same in writing to Whitbread within three ; (3c) days of such defect being identified; 8.1.3 will correspond with any specification relevant Specification or sample; 8.1.4 ; (d) shall be delivered with good title, free from any security interest, lien or encumbrance; (e) will comply with all laws, including environmental laws, for their intended use; and (f) will comply with all statutory and U.S or E.U. requirements and regulations relating to the sale of the Goods. 8.2 The Company Seller warrants to Whitbread IAC that the Services will be performed by appropriately qualified and trained personnel acting personnel, with due care and diligence and to the best industry standardsuch high standard of practice as it is reasonable for IAC to expect in all circumstances. 8.3 The Company shall indemnify Whitbread in full against all liabilities, losses, costs, damages, expenses (including legal expenses) and claims made against, awarded against or incurred or paid by Xxxxxxxxx as a result of or in connection with:- 8.3.1 any breach of any warranty given by the Company in relation to the Goods or Services; 8.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by Whitbread; 8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 8.3.4 any act or omission of the Company or its employees, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and 8.3.5 the supply, delivery and installation of the Goods and the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence of Whitbread or its employees acting in the course of their employment. 8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Agreement, Contract then Whitbread IAC shall be entitled:- 8.4.1 entitled: (a) to require the Company Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement Contract within 7 seven days; or 8.4.2 or (b) at Whitbread's IAC sole option, option and whether or not Whitbread IAC has previously required the Company Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement Contract as discharged by the Company's Seller’s breach and require the repayment of any money part of the Price which has been paid. 8.5 8.4 The Company warrants that any equipment, software Seller shall indemnify IAC and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes its agents in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless full against all costsliability, losses loss, costs and liability expenses (including legal fees arising from expenses) awarded against or incurred or paid by IAC as a result of or in connection with: (a) any breach of this Clauseany warranty given by the Seller in relation to the Goods or Services; (b) any claim that the Goods infringe or their importation, use or resale, infringes the patent, copyright, design rights, trade mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any Specification supplied by IAC; (c) any liability under the Liability for Defective Products Act 1991, or similar law, in respect of the Goods; (d) any act or omission of the Seller or its employees, agents or subcontractors in supplying, delivering and/or installing the Goods; and (e) any act or omission of the Seller’s personnel in connection with the performance of the Services. 8.5 Neither the Seller nor IAC or its agents shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or the failure is beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, any of the following shall be regarded as causes beyond either party’s reasonable control: (a) Act of God, explosion, flood, tempest, fire or accident; (b) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (d) import or export regulations or embargoes; (e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the Seller or IAC or of a third party); (f) difficulties in obtaining raw materials, labour, fuel, parts or machinery; or (g) power failure or breakdown in machinery. 8.6 For the avoidance of doubt, the contractual rights which IAC enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1893 (as amended) and Section 39 of the Sale of Goods and Supply of Services Act 1980 are in no way prejudiced by anything contained in these Conditions.

Warranties and Liabilities. 8.1 The Company Seller warrants to Whitbread IAC that the Goods will:- 8.1.1 (a) will be of satisfactory merchantable quality (within the meaning of the Sale of Goods Act 1893 (as amended), or UCC Section 2-314, as applicable) and fit for any purpose held out by the Company Seller or made known to the Company by Whitbread; 8.1.2 Seller in Writing at the time the Order is placed; (b) will be free from defects in design, material and workmanship, and that the Company, upon becoming aware of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm the same in writing to Whitbread within three ; (3c) days of such defect being identified; 8.1.3 will correspond with any specification relevant Specification or sample; 8.1.4 ; (d) shall be delivered with good title, free from any security interest, lien or encumbrance, and (e) will comply with all statutory and U.S or E.U. requirements and regulations relating to the sale of the Goods. 8.2 The Company Seller warrants to Whitbread IAC that the Services will be performed by appropriately qualified and trained personnel acting personnel, with due care and diligence and to the best industry standardsuch high standard of practice as it is reasonable for IAC to expect in all circumstances. 8.3 The Company shall indemnify Whitbread in full against all liabilities, losses, costs, damages, expenses (including legal expenses) and claims made against, awarded against or incurred or paid by Xxxxxxxxx as a result of or in connection with:- 8.3.1 any breach of any warranty given by the Company in relation to the Goods or Services; 8.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by Whitbread; 8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 8.3.4 any act or omission of the Company or its employees, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and 8.3.5 the supply, delivery and installation of the Goods and the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence of Whitbread or its employees acting in the course of their employment. 8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Agreement, Contract then Whitbread IAC shall be entitled:- 8.4.1 entitled: (a) to require the Company Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement Contract within 7 seven days; or 8.4.2 or (b) at Whitbread's IAC sole option, option and whether or not Whitbread IAC has previously required the Company Seller to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement Contract as discharged by the Company's Seller’s breach and require the repayment of any money part of the Price which has been paid. 8.5 8.4 The Company warrants that any equipment, software Seller shall indemnify IAC and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes its agents in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless full against all costsliability, losses loss, costs and liability expenses (including legal fees arising from expenses) awarded against or incurred or paid by IAC as a result of or in connection with: (a) any breach of this Clauseany warranty given by the Seller in relation to the Goods or Services; (b) any claim that the Goods infringe or their importation, use or resale, infringes the patent, copyright, design rights, trade mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any Specification supplied by IAC; (c) any liability under the Liability for Defective Products Act 1991, or similar law, in respect of the Goods; (d) any act or omission of the Seller or its employees, agents or subcontractors in supplying, delivering and/or installing the Goods; and (e) any act or omission of the Seller’s personnel in connection with the performance of the Services. 8.5 Neither the Seller nor IAC or its agents shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Goods or Services, if the delay or the failure is beyond that party’s reasonable control. Without prejudice to the generality of the foregoing, any of the following shall be regarded as causes beyond either party’s reasonable control: (a) Act of God, explosion, flood, tempest, fire or accident; (b) war or threat of war, sabotage, insurrection, civil disturbance or requisition; (c) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; (d) import or export regulations or embargoes; (e) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of either the Seller or IAC or of a third party); (f) difficulties in obtaining raw materials, labour, fuel, parts or machinery; or (g) power failure or breakdown in machinery. 8.6 For the avoidance of doubt, the contractual rights which IAC enjoys by virtue of Sections 12, 13, 14 and 15 of the Sale of Goods Act 1893 (as amended) and Section 39 of the Sale of Goods and Supply of Services Act 1980 are in no way prejudiced by anything contained in these Conditions.

Warranties and Liabilities. 8.1 The Company 4.1 Subject to the conditions set out below the Seller warrants to Whitbread that that 4.1.1 the Goods will:- 8.1.1 be will correspond with the Supplier’s specification for the Goods as set out on the Supplier’s published data sheets at the date of satisfactory quality and fit for any purpose held out by the Company or made known to the Company by WhitbreadContract; 8.1.2 4.1.2 the Goods will be manufactured under a manufacturing plan which meets the standards required by ISO 9001; and 4.1.3 the Goods will be free from defects in design, material and workmanship, workmanship for the Warranty Period which shall commence on the Delivery Date. 4.2 Subject to clause 4.5 each individual sensor comprised in the Goods will be configured according to the Buyer’s instructions and that accompanied by a certificate of conformance. 4.3 The above warranties are given by the Company, upon becoming aware Seller subject to the following conditions:- 4.3.1 the Seller shall be under no liability in respect of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm arising from errors in any drawing, design or specification supplied by the same in writing to Whitbread within three (3) days of such defect being identifiedBuyer; 8.1.3 correspond with 4.3.2 the Seller shall be under no liability in respect of any specification defect arising from fair wear and tear, wilful damage, negligent use, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or samplein writing), misuse or alteration or repair of the Goods without the Seller’s approval; 8.1.4 comply with all statutory requirements and regulations relating to 4.3.3 that the sale Buyer fulfils its obligations set out in clause 5. 4.4 Any claim by the Buyer which is based on any defect arising during the Warranty Period in the quality or condition of the Goods, defects in their material or workmanship or their failure to correspond with specification shall be notified to the Seller as soon as reasonably practicable on becoming apparent and (in the case only of a claim based on the failure of the Goods to correspond with specification) within three months of the Delivery Date. All Goods claimed to be defective shall be returned to the Seller within 30 days of any such notification. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Contract Price as if the Goods had been delivered in accordance with the Contract. 8.2 4.5 Where the Buyer has been supplied with a configuration unit by the Seller for the purpose of configuring Goods purchased from the Seller, or with information enabling it to address the firmware protocol within Goods purchased from the Seller, the Seller will have no liability in respect of the Goods except as expressly stated in clause 4.1. The Company warrants Buyer will be required to Whitbread sign a separate acknowledgement to this effect when purchasing a configuration unit. 4.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with the terms and conditions herein, the Seller shall at its option replace the Goods in question free of charge or refund to the Buyer the price of the Goods in question but the Seller shall have no further liability to the Buyer. 4.7 Save as expressly provided herein all warranties conditions or statements express or implied statutory or otherwise as to quality workmanship or fitness of the Goods are excluded and the Seller shall not be liable for any injury loss or damage of whatsoever nature and however arising in connection with any defective or unsuitable workmanship goods or materials whether original or replaced except in so far as such liability cannot lawfully be excluded from the Contract 4.8 The Seller shall not in any event be liable for loss of profit or any other form of consequential loss including (without limitation) loss of production or loss of use. 4.9 No terms conditions guarantees representations or undertakings made to the Buyer by any of the Seller’s salesmen agents employees or representatives shall be binding unless confirmed in writing by the Seller. 4.10 The Buyer and the Seller shall enter into the Contract in the knowledge that the Services will liability of the Seller is to be performed by appropriately qualified limited in accordance with these terms and trained personnel acting with due care conditions and diligence and to the best industry standardprice shall be agreed accordingly. The Buyer acknowledges that a higher price would be payable but for such limitations. 8.3 4.11 The Company shall Buyer will indemnify Whitbread in full the Seller and keep the Seller indemnified from and against any and all liabilitiesloss, lossesdamage or liability (whether criminal or civil) suffered, costs, damages, and expenses (including legal expensesfees) and claims made againstcosts incurred, awarded against or incurred or paid by Xxxxxxxxx the Seller as a result of or in connection with:- 8.3.1 with any breach of any warranty given by the Company in relation to the Goods or Services; 8.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by Whitbread; 8.3.3 any liability under the Consumer Protection Act 1987 and all claims in respect of the Goods; 8.3.4 Goods howsoever arising made by any act or omission of the Company or its employeesthird party, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and 8.3.5 the supply, delivery and installation of the Goods and the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter whether they be made in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence contractual or tortious liability breach of Whitbread statutory duty or its employees acting in the course any other liability including (without limitation) claims arising out of their employment. 8.4 Without prejudice any injury or alleged injury to any other remedy, if third party or out of damage to the property of any Goods or Services are not supplied or performed in accordance with the Agreement, then Whitbread shall be entitled:- 8.4.1 to require the Company to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement within 7 days; or 8.4.2 at Whitbread's sole option, and third party whether or not Whitbread has previously required the Company based on an allegation of “failure to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement as discharged by the Company's breach and require the repayment of any money which has been paidwarn”. 8.5 The Company warrants that any equipment, software and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless against all costs, losses and liability including legal fees arising from any breach of this Clause.

Warranties and Liabilities. 8.1 The Company 10.1 When King is requested to work on a unit supplied by the Customer the Customer warrants that he has unencumbered title in that unit or that if he does not have such title the Customer has obtained permission of the legal owner or incumbrancer for the Works to Whitbread be carried out. 10.2 Subject to the following conditions King warrants that the Goods will:- 8.1.1 be of satisfactory quality and fit for any purpose held out by or the Company or made known to the Company by Whitbread; 8.1.2 Works shall be free from defects in design, material and workmanship for the shorter of a period of twelve months from delivery or 2000 hours of operation. King’s liability under this warranty is limited to repair or replacement of defective parts or faulty workmanship, and that . 10.3 The above warranty is given by King subject to the Company, upon becoming aware following conditions:- 10.3.1 King shall be under no liability in respect of any defect whatsoever in the Goods immediately notify Whitbread or the Works arising from any drawing design or specification supplied by the Customer. 10.3.2 King shall be under no liability where the Customer without prior written authorisation of King incurs expenditure in rectifying alleged defects in Goods or Works. 10.3.3 King shall be under no liability in any defect arising from fair wear and tear wilful damage negligence abnormal working conditions failure to follow King’s instructions (whether oral or in writing) misuse or alteration or repair of the goods or Works without King’s approval. 10.3.4 King’s liability under its warranty (or any other warranty conditions or guarantee) will cease if (i) the total price for the Goods or the Works has not been paid by the due date for payment (ii) Goods supplied or Works performed can not be demonstrated to have been regularly serviced and maintained. (iii) the Goods cease to be owned by the Customer (iv) The Goods or Works have been at any time misused abused or a defect aggravated by continued use after the defect ought to have been reasonably discovered. (v) The Goods or Works have been modified without the express written authority of King or parts fitted which were not supplied by King. King’s attendance to warranty calls where warranty has been invalidated shall be at its solo discretion and such attendance shall not constitute validation of the warranty. 10.3.5 The warranty does not extend to parts materials or equipment not manufactured by King in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the original manufacture to King. 10.3.6 Where the Goods are supplied or the Works are performed for export from the United Kingdom then King shall be liable only for the supply of replacement parts or materials which may be defective and shall not be liable for any costs of labour or of fitting such replacement parts or material. 10.3.7 When King has delivered Goods or Works it shall have no liability to the Customer for any damage or loss arising directly or indirectly out of or as a consequence of any subsequent modification alteration or addition to the Goods or Works carried out by or for the Customer and the Customer shall be solely responsible for Ensuring the appropriateness adequacy and safety of any such modification alteration or addition. 10.4 Where a valid claim is made in respect of any of the Goods or Works which is based on any defect in the 5.1 The customer is responsible to King for ensuring that the Specification accords with its requirements for the Goods and/or the Works and confirm the same in writing for giving to Whitbread within three (3) days of such defect being identified; 8.1.3 correspond with King any specification or sample; 8.1.4 comply with all statutory requirements and regulations necessary information relating to the sale Goods or the Works within a sufficient time to enable King to perform the Contract in accordance with its terms. 5.2 King shall be entitled to charge the Customer for any additional cost incurred by King as a result of a Customers failure within a reasonable time to supply any necessary information for the performance of the GoodsContract. King shall have no liability to the Customer if delivery is therefore delayed. 8.2 The Company warrants 10.4.1 quality or condition of the Goods or Works then:- King shall have the options:- (i) to Whitbread that require the Services will Goods or the defective part or component to be returned to its works for repair by King: or (ii) to replace the Goods or the defective parts free of charge (in which case the Customer shall return the defective Goods or parts to King at the Customer’s cost; or (iii) refund to the price of the Goods or Works or a proportionate price thereof. 5.3 If as a result of information supplied to King by the Customer King is obliged to vary the Specification in order to complete the Contract then the Customer shall pay King for any additional work or cost thereby incurred. 5.4 If Goods are to be manufactured or any process to be applied to Goods or Works are to be performed by appropriately qualified and trained personnel acting King in accordance with due care and diligence and to a Specification submitted by the best industry standard.Customer then:- 8.3 The Company shall indemnify Whitbread in full 5.4.1 the customer warrants that the use of the Specification for the manufacture or process of Goods or for Works will not infringe the rights of any third party; and 5.4.2 the customer will indemnity King against all liabilities, losses, costs, damages, loss damages costs and expenses (including legal expenses) and claims made against, awarded against or incurred by King in connection with or paid or agreed to be paid by Xxxxxxxxx as a result of or king in connection with:- 8.3.1 any breach settlement of any warranty given claim for infringement of any patent copyright design trademark or other industrial or intellectual property right of any other person which results from King’s use of Customer’s specification. 5.5 All and each part of the Specification provided by the Company in relation to the Goods or Services; 8.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, king (including copyright design right, trade mark right or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by Whitbread; 8.3.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 8.3.4 any act or omission of the Company or its employees, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and 8.3.5 the supply, delivery and installation of the Goods them) shall as between King and the performance Customer be and remain the property of King. 5.6 King has the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable right to indemnify Whitbread insofar as the matter in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence of Whitbread or its employees acting make any changes in the course of their employmentSpecification which are required to conform with any applicable statutory or EC requirements or which do not materially affect quality or performance. 8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Agreement, then Whitbread shall be entitled:- 8.4.1 to require the Company to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement within 7 days; or 8.4.2 at Whitbread's sole option, and whether or not Whitbread has previously required the Company to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement as discharged by the Company's breach and require the repayment of any money which has been paid. 8.5 The Company warrants that any equipment, software and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless against all costs, losses and liability including legal fees arising from any breach of this Clause.

Warranties and Liabilities. 8.1 The Company 4.1 Subject to the conditions set out below the Seller warrants to Whitbread that that 4.1.1 the Goods will:- 8.1.1 be will correspond with the Supplier’s specification for the Goods as set out on the Supplier’s published data sheets at the date of satisfactory quality and fit for any purpose held out by the Company or made known to the Company by WhitbreadContract; 8.1.2 4.1.2 the Goods will be manufactured under a manufacturing plan which meets the standards required by ISO 9001; and 4.1.3 the Goods will be free from defects in design, material and workmanship, workmanship for the Warranty Period which shall commence on the Delivery Date. 4.2 Subject to clause 4.5 and that where applicable the Company, upon becoming aware Goods will be configured according to the Buyer’s instructions and accompanied by a calibration certificate and/or certificate of conformance. 4.3 The above warranties are given by the Seller subject to the following conditions:- 4.3.1 the Seller shall be under no liability in respect of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm arising from errors in any drawing, design or specification supplied by the same in writing to Whitbread within three (3) days of such defect being identifiedBuyer; 8.1.3 correspond with 4.3.2 the Seller shall be under no liability in respect of any specification defect arising from fair wear and tear, wilful damage, negligent use, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or samplein writing), misuse or alteration or repair of the Goods without the Seller’s approval; 8.1.4 comply with all statutory requirements and regulations relating to 4.3.3 that the sale Buyer fulfils its obligations set out in clause 5. 4.4 Any claim by the Buyer which is based on any defect arising during the Warranty Period in the quality or condition of the Goods, defects in their material or workmanship or their failure to correspond with specification shall be notified to the Seller as soon as reasonably practicable on becoming apparent and (in the case only of a claim based on the failure of the Goods to correspond with specification) within three months of the Delivery Date. All Goods claimed to be defective shall be returned to the Seller within 30 days of any such notification. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Contract Price as if the Goods had been delivered in accordance with the Contract. 8.2 4.5 Where the Buyer has been supplied with a configuration unit and/or software by the Seller for the purpose of configuring Goods purchased from the Seller, or with information enabling it to address the firmware protocol within Goods purchased from the Seller, the Seller will have no liability in respect of the Goods except as expressly stated in clause 4.1. 4.6 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with the terms and conditions herein, the Seller shall at its option replace the Goods in question free of charge or refund to the Buyer the price of the Goods in question but the Seller shall have no further liability to the Buyer. 4.7 Save as expressly provided herein all warranties conditions or statements express or implied statutory or otherwise as to quality workmanship or fitness of the Goods are excluded and the Seller shall not be liable for any injury loss or damage of whatsoever nature and however arising in connection with any defective or unsuitable workmanship goods or materials whether original or replaced except in so far as such liability cannot lawfully be excluded from the Contract 4.8 The Company warrants Seller shall not in any event be liable for loss of profit or any other form of consequential loss including (without limitation) loss of production or loss of use. 4.9 No terms conditions guarantees representations or undertakings made to Whitbread the Buyer by any of the Seller’s salesmen agents employees or representatives shall be binding unless confirmed in writing by the Seller. 4.10 The Buyer and the Seller shall enter into the Contract in the knowledge that the Services will liability of the Seller is to be performed by appropriately qualified limited in accordance with these terms and trained personnel acting with due care conditions and diligence and to the best industry standardprice shall be agreed accordingly. The Buyer acknowledges that a higher price would be payable but for such limitations. 8.3 4.11 The Company shall Buyer will indemnify Whitbread in full the Seller and keep the Seller indemnified from and against any and all liabilitiesloss, lossesdamage or liability (whether criminal or civil) suffered, costs, damages, and expenses (including legal expensesfees) and claims made againstcosts incurred, awarded against or incurred or paid by Xxxxxxxxx the Seller as a result of or in connection with:- 8.3.1 with any breach of any warranty given by the Company in relation to the Goods or Services; 8.3.2 any claim that the Goods infringe or their importation use or resale infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person except to the extent that any such claim arises from compliance with a specification or design supplied by Whitbread; 8.3.3 any liability under the Consumer Protection Act 1987 and all claims in respect of the Goods; 8.3.4 Goods howsoever arising made by any act or omission of the Company or its employeesthird party, agents or subcontractors in supplying delivering and installing the Goods or in performing the Services; and 8.3.5 the supply, delivery and installation of the Goods and the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter whether they be made in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence contractual or tortious liability breach of Whitbread statutory duty or its employees acting in the course any other liability including (without limitation) claims arising out of their employment. 8.4 Without prejudice any injury or alleged injury to any other remedy, if third party or out of damage to the property of any Goods or Services are not supplied or performed in accordance with the Agreement, then Whitbread shall be entitled:- 8.4.1 to require the Company to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement within 7 days; or 8.4.2 at Whitbread's sole option, and third party whether or not Whitbread has previously required the Company based on an allegation of “failure to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement as discharged by the Company's breach and require the repayment of any money which has been paidwarn”. 8.5 The Company warrants that any equipment, software and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless against all costs, losses and liability including legal fees arising from any breach of this Clause.

Warranties and Liabilities. 8.1 10.1 The Company supplier warrants to Whitbread Fastwalker Digital that the Goods will:-Goods: 8.1.1 10.1.1 will, where applicable, packaged with competence and due care, be of satisfactory merchantable quality and fit for any purpose held out by the Company Supplier or made known to the Company by Whitbreadsupplier at the time the Order is placed; 8.1.2 10.1.2 will be free from defects in design, material and workmanship, and that the Company, upon becoming aware of any defect whatsoever in the Goods immediately notify Whitbread of such defect and confirm the same in writing to Whitbread within three (3) days of such defect being identified; 8.1.3 10.1.3 will correspond with any specification relevant Specification or sample;; and 8.1.4 10.1.4 will comply with all statutory requirements and regulations (or equivalent required expressly by Fastwalker Digital) relating to the sale of the Goods. 8.2 10.2 The Company Supplier warrants to Whitbread Fastwalker Digital that the Services will be performed by appropriately qualified and trained personnel acting personnel, with due care and diligence and to such high standard of quality as it is reasonable for Fastwalker Digital to expect in all the best industry standardcircumstances. 8.3 10.3 Without prejudice to any other remedy, if any Goods are not supplied and/or Services are not performed in accordance with the Contract, then Fastwalker Digital shall be entitled: 10.3.1 to require the supplier to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days; or 10.3.2 to carry out or have carried out at the Supplier’s expense such work as is necessary to ensure the Goods and/or the Services comply in all respects with the Contract, or 10.3.3 at Fastwalker Digital’s sole option, and whether or not Fastwalker Digital has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services or has carried out or had carried out work under clause 10.3.2, to treat the Contract as repudiated by the Supplier’s breach and require the repayment of any part of the Price which has been paid. No failure or delay on the part of Fastwalker Digital to exercise any of its rights in respect of any default under the Contract by the Supplier shall prejudice its rights in connection with the same or any subsequent default. 10.4 The Company Supplier shall indemnify Whitbread Fastwalker Digital in full against all liabilitiesliability, losses, costsloss, damages, costs and expenses (including legal expenses) and claims made against, awarded against or incurred or paid by Xxxxxxxxx Fastwalker Digital in connection with or as a result of: 10.4.1 failure of the Supplier to comply with the Contract or in connection with:- 8.3.1 any breach of any warranty given by the Company Supplier in relation to the Goods or and/or the Services; 8.3.2 10.4.2 any claim that the Goods infringe or Goods, their importation importation, use or resale and/or the performance of the Services infringes the patent, copyright, design right, trade mark or other intellectual property rights of any other person person, except to the extent that any such the claim arises from wholly and exclusively as a direct result of compliance with a specification or design supplied by Whitbreadspecific instructions in Writing from an authorised representative of Fastwalker Digital; 8.3.3 10.4.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 8.3.4 10.4.4 any act or omission of the Company Supplier or its employees, agents or subcontractors sub-contractors in supplying supplying, delivering and installing the Goods or in performing the ServicesGoods; and 8.3.5 the supply, delivery and installation 10.4.5 any act or omission of the Goods and Supplier or its employees, agents or sub-contractors in connection with the performance of the Services provided however that nothing in this sub-clause 8.3.5 shall render the Company liable to indemnify Whitbread insofar as the matter in respect of which Xxxxxxxxx seeks indemnity has been caused by the negligence of Whitbread or its employees acting in the course of their employmentServices. 8.4 Without prejudice to any other remedy, if any Goods or Services are not supplied or performed in accordance with the Agreement, then Whitbread shall be entitled:- 8.4.1 to require the Company to repair the Goods or to supply replacement Goods or Services in accordance with the Agreement within 7 days; or 8.4.2 at Whitbread's sole option, and whether or not Whitbread has previously required the Company to repair the Goods or to supply any replacement Goods or Services, to treat the Agreement as discharged by the Company's breach and require the repayment of any money which has been paid. 8.5 The Company warrants that any equipment, software and system to be developed for or supplied to Whitbread pursuant to this Agreement, and any equipment, software and system used by the Company or used by any supplier of goods or services to the Company to provide the Goods and / or Services to Whitbread is and will be programmed to adapt to and accommodate changes in dates, including without limitation, the next millennium, the year 2000 and leap years, without detriment or deterioration in performance affecting Xxxxxxxxx and undertakes to indemnify Whitbread and hold Whitbread harmless against all costs, losses and liability including legal fees arising from any breach of this Clause.