Warranties and Liability. 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right.
10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How.
10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law.
10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking:
10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How;
10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or
10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party.
10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune...
Warranties and Liability. 8.1 Subject to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract at the time of delivery.
8.2 The above warranty is given by the Seller subject to the condition that the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Charges have not been paid by the due date for payment.
8.3 Subject as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. 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 Charges as if the Goods had been delivered in accordance with the Contract.
8.5 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet description is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or ...
Warranties and Liability. 5.1 The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Specification and at the intervals and within the times referred to in the Specification Sheet.[ Where the Supplier supplies in connection with the provision of the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.]
5.2 The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Input Material or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
5.3 Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly provided in these Conditions, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants,sub-contractors or agents or otherwise) which arise out of or in connection with the provision of the Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
5.4 The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
Warranties and Liability. 6.1 All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6.2 The Buyer acknowledges that the Seller is not in the business of selling the Goods and the Buyer will assume full responsibility to ensure compliance with any English Heritage requirements from the date of transfer of the goods.
6.3 The Seller makes no representations to the Buyer as to the Goods’ quality, state of repair, safety, performance and fitness for purpose nor as to any apparent or latent defects. The Buyer shall take the Goods subject to any such defects and dilapidations (if any).
6.4 The Buyer agrees to the Decommissioning and, insofar as it is able, relieves the Seller of its obligations under Ofcom’s Universal Services Obligations in respect of the Goods. The Buyer agrees not to object to Ofcom or any tier of local government to the Decommissioning of the Goods.
6.5 The Seller may supply the Buyer with a kiosk maintenance manual or other documents. Any recom- mendations or guidance therein shall not form warranties nor obligations of any nature upon the Seller.
Warranties and Liability. 16.1 The Reseller acknowledges that the Software is complex and that the Software may have certain defects when delivered. The Reseller agrees that RTSWs sole liability, and the Resellers sole remedy if there is any bug, fault or error in any copy of the Software is to accept the return of that copy if rejected by the End User in accordance with the End User Licence and to refund the Reseller the price paid by the Reseller to RTSW for the licence of that copy.
16.2 Without prejudice to Clause 16.1, but subject to Clauses 16.3 and 16.5, RTSWs total liability to the Reseller, whether in contract, tort, including negligence, otherwise will:
16.2.1 In relation to any claim by an End User in respect of any defect, error, bug or deficiency in the Software, not exceed the price paid by the Reseller to RTSW for the licence for that End User.
16.2.2 In aggregate, in respect of all claims arising in a Year of this Agreement, in connection with the Software and RTSWs performance or non-performance of this Agreement, and whether in contract, or tort (including negligence) or arising in any other way, not exceed the total Charges paid by the Reseller to RTSW in that Year of this Agreement
16.3 Despite anything else contained in this Agreement (except Clause 16.6), RTSW will not be liable to the Reseller for any loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts, in any case whether direct or indirect, or for any indirect or consequential loss, whether arising from negligence, or breach of contract, or in any other way, even if RTSW had been advised of, or knew of, the likelihood of that loss or type of loss arising.
16.4 Because of the uncertainty of future events and circumstances, RTSW does not guarantee that its forecasts, projections, advice, recommendations or the contents of any report, presentation or other document will be achievable, and the Reseller acknowledges that RTSW gives the same to address specific circumstances at the time. All information which RTSW supplies is supplied in good faith, but the accuracy and completeness of any information obtained from, or based on, information obtained from the Reseller, End User or any third party is not warranted by RTSW. It is not within the scope of RTSWs obligations to enquire as to, or verify the accuracy or completeness of that information.
16.5 The Reseller acknowledges that the limitations of and exclusions on RTSWs liability in t...
Warranties and Liability. 8.1. Roxtec warrants for a maximum of twelve (12) months from delivery to Customer ("Warranty Period"), that all Goods are free from defects in material, design and workmanship (“Warranty)”). Customer shall immediately report in writing to Roxtec any claimed defect upon discovering the same within the Warranty Period. After receiving notice from Customer and substantiation by Roxtec of the claim as being under Warranty, Roxtec shall, at its option: (i) repair the defective Goods, (ii) refund an equitable portion of the Order´s value, or (iii) furnish replacement Goods or parts, as necessary at the original shipping point. In no event will Roxtec at any time be responsible for disassembling, and/or reassembling, uninstalling and/or reinstalling any Goods.
8.2. Roxtec’s obligations for any Goods as set forth in Section 8.1 above is subject to Roxtec being notified in writing by Customer without undue delay and no later than thirty (30) days after a defect is discovered or ought to have been discovered upon a careful inspection. Defective Goods, which have been replaced by Roxtec, shall be Roxtec’s property. Customer is obliged to carry out dismantling and re-installation of defective Goods at its own risk and cost.
8.3. The Warranty shall not cover, and Roxtec shall not be liable for defects in any Goods that are caused by or related to improper storage or transit, faulty maintenance, misuse, unusual external conditions, incorrect installation and alterations or reparations of the Goods. Modifications or repairs to any Goods (other than by Roxtec), or products or parst used with any Goods shall void the Warranty. Customer waives any rights to make a Warranty claim of any kind, express or implied, where any Goods has been modified or altered. Roxtec shall in no event be liable under this Section 8 or otherwise if Customer or a customer of Customer has used or installed any parts in or in connection with the Goods, which are not Roxtec’s original parts. The Warranty shall not cover defects in design when the Goods have been manufactured by Roxtec according to Customer’s own designs or following Customer’s instructions regarding the design of the Goods. Decomposition or corrosion by chemical action or wear or damage caused by the presence of abrasive materials is not and shall not be a product or manufacturing defect. Furthermore, the Warranty does not cover normal wear and tear.
8.4. Roxtec does not provide a warranty for any product or part not manufactured b...
Warranties and Liability. 10.1. The Supplier warrants to the Client that:
10.1.1. the Goods and Services will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier at or before the time the Order is placed or otherwise agreed by the Parties in writing;
10.1.2. the Goods and Services will be free from defects in design, material and workmanship;
10.1.3. the Goods and Services will correspond with the Order, these Terms and any relevant Specification or sample;
10.1.4. throughout the Warranty Period, the Goods and Services shall be free from any liens or encumbrances on title whatsoever;
10.1.5. the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale or supply thereof;
10.1.6. all information supplied by the Supplier to the Client in connection with or related to the Goods and Services or otherwise pursuant or related to the Agreement shall be and remain true, accurate and complete; and
10.1.7. the Services will be performed by appropriately qualified and trained personnel, with due skill, care and diligence in accordance with best industry practice and to such high standard of quality as it is reasonable for the Client to expect from a competent and experienced supplier or in all the circumstances.
10.2. The Supplier guarantees safe work, fire and environmental protection and occupational hygiene, and also undertakes not to violate the working conditions of third persons, including but not limited to the Client’s employees and other persons. The Supplier is fully responsible for compliance with all legal acts regulating occupational safety, health safety, fire safety, environmental protection, public order, sanitary and hygiene standards, etc. If the Supplier fails to properly perform any of the obligations provided for in this clause, the Supplier shall pay the penalties specified in the Agreement (if any) and indemnify all damages caused to the Client, its property and / or Third Parties. The Parties agree that the Client shall in no event be liable for any obligations, claims and expenses that may arise from the Supplier's obligations under this Clause or any failure / improper performance thereof, as well as from injury or death of persons employed or hired by the Supplier or its subcontractors, during the work or at any other time related to the work in progress.
10.3. Without limiting any other remedy, if any Goods or Services are not supplied or pe...
Warranties and Liability. 12.1 If the Seller is not the manufacturer of the Goods, the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller.
12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services will be free from all defects in design, materials and/or workmanship for a period of at least 12 months from:
12.2.1 in the case of Goods, the date of delivery of the Goods to the Company; and/or
12.2.2 in the case of Services, the date of completion of the performance of the Services.
12.3 Subject to clause 12.4, the Seller shall have no Liability under the warranty in Clause 12.2 above in respect of:
12.3.1 any defect in the Goods and/or Services arising from the Seller's compliance with any instructions and/or Specification supplied and/or approved by the Company;
12.3.2 any faults and/or defects caused by wilful damage or misuse on the part of the Company.
12.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for:
12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
12.4.2 fraud or fraudulent misrepresentation;
12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000;
12.4.4 defective products under the Consumer Protection Xxx 0000; or
12.4.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liability.
12.5 If any of the Goods and/or Services are defective and are covered by the warranty in Clause 12.2 above the Seller shall at the Company's sole option either repair the Goods or supply replacement Goods and/or Services or refund the price which has been paid by the Company for the defective Goods and/or Services.
12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days of the Seller being notified of the defect.
12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates.
12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of or in connection with:
12.8.1 breach of any warranty given by the Seller in relation to the Goods and/o...
Warranties and Liability. [Y] agrees and acknowledges that the Material has been provided to [Y] without any warranty, either expressed or implied, with regard to its quality, stability, fitness for a particular purpose, or any other quality. [X] makes no representations and extends no warranties, either expressed or implied, that the use of the Material in accordance with this MTA will not infringe any (intellectual property) right of a third party. [X] is however not aware of such conflicting third party´s rights. [Y] will not hold [X] and/or its Affiliates liable, neither jointly nor separately, for any damages suffered by [Y] arising from [Y]’s use of the Material. No right or licence, neither expressed nor implied, is granted to [Y] with regard to the Material or other IP Rights belonging to [X] and/or its Affiliates, except as explicitly set forth in this MTA.
Warranties and Liability. 9.1 Except as otherwise expressly provided in this Agreement, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, TECHNOLOGY, DEVELOPMENT PROGRAM WORK PRODUCT, INDEPENDENT TECHNOLOGY, MATERIALS, PRODUCTS AND THE LIKE, OR ANY PORTION OF COMPONENT THEREOF.
9.2 IN NO EVENT SHALL A PARTY BE LIABLE FOR OR OBLIGATED IN ANY MANNER TO PAY ANY CONSEQUENTIAL, SPECIAL, PUNITIVE OR INDIRECT DAMAGES TO THE OTHER PARTY OR TO ANY OF ITS AGENTS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES OR AFFILIATES FOR BREACH OF ANY PROVISIONS OF THIS AGREEMENT.
