Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extent.
Appears in 2 contracts
Samples: General Conditions of Sale, General Conditions of Sale
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor's negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesProduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the buyer public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor's insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy held with MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 2 contracts
Samples: Supply and Distribution Agreement (Viragen Europe LTD), Supply and Distribution Agreement (Viragen Inc)
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 buyer above warranty is obliged given by the Seller subject to examine each delivery immediately upon arrival. Any apparent defects the condition that the Seller shall be under no liability under the above warranty (including damage in transit), incompleteness of the goods or any other variances from warranty, condition or guarantee) if the confirmation 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 order have Goods or their failure to correspond with description shall (whether or not delivery is refused by the Buyer) be notified immediately upon arrival of to the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable Seller within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 7 days from the date of delivery or (where the notification and must defect or failure was not be returned to Mondi early. Upon Xxxxx’x request, specimens apparent on reasonable inspection) within a reasonable time after discovery of the goods found faulty must be sent back to Mondidefect or failure. If delivery is not refused, and the buyer Buyer does not comply with this clause negligently it notify the Seller accordingly, the Buyer shall not be entitled to reject the goods Goods and Mondi the Seller shall have no liability for such defects defect or incompleteness. The buyer must immediately notify Mondi failure, and the Buyer shall be bound to pay the Charges as if it receives any notice from the Goods had been delivered in accordance with the Contract.
8.5 Where a valid claim in respect of any of its customers concerning defects the Goods which is based on a defect in the delivered goods. If quality or condition of the buyer fails Goods or their failure to meet this obligationdescription is notified to the Seller in accordance with these Terms, it shall not have any claims against Mondi based on the defective goodsSeller may replace the Goods (or the part in question) free of charge or, nor shall Mondi be obliged at the Seller’s sole discretion, refund to indemnify it. If the goods are defectiveBuyer the price of the Goods (or a proportionate part of the price), Mondi in which case the Seller shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted no further liability to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Buyer.
8.6 Except in respect of death or personal injury caused by Xxxxx’x the Seller’s negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi 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 consequential losses, damages, costs or expenses, financial loss, loss of profits profit or interestfor any indirect, special or third party consequential loss or damage, costs, expenses or other claims unforeseeable 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 Mondi. In any casesupply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability of Mondi under, the Seller under or in connection with, with the contract Contract shall not exceed the price of the deliveries subject of the claim andGoods, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out except as expressly provided in these general conditions of sale. Terms.
8.7 The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) Seller shall not be applicable. Until clarification liable to the Buyer or be deemed to be in breach of the warranty complaint Contract by reason of any delay in performing, or any failure to perform, any of the buyer Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall provide for appropriate storage be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentdifficulties in obtaining raw materials, labour, fuel, parts or machinery.
Appears in 2 contracts
Samples: Contract for Sale of Goods, Contract for Sale of Goods
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival5.1. Any apparent defects (SynCo warrants that:
a) the Products will be manufactured, packed, stored and delivered in compliance with this Agreement and all applicable laws, regulations, and orders, including damage in transit), incompleteness GMP; without limiting the generality of the goods or any other variances from foregoing, SynCo will obtain and maintain in effect all required governmental permits, licenses, and approvals applicable to the confirmation manufacture of the order have Products and shall produce the Products in accordance with all such permits, licenses, orders, applications and approvals;
b) the Material will be received and stored in accordance with all applicable laws, regulations and orders and in accordance with the relevant specifications;
c) on the date of delivery thereof, the Products will conform to be notified immediately upon arrival the Specifications; and
d) it will not carry on activities in the Plant which could reasonably prevent the Products from being manufactured in accordance with all applicable laws, regulations, and orders, including GMP. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SYNCO MAKES NO WARRANTIES EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND SYNCO SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY CASE OF NONCONFORMITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT. [LOGO]
5.2. SynCo shall promptly replace, free of the delivery at the destination charge, any defective or non-conforming Product supplied to Chiron, provided Chiron notifies SynCo in writing by specifying the defect, incompleteness upon discovery of such defect or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable non-conformity within a period of sixty days after arrival unless SynCo's Quality Assurance has approved the buyer is able Product pursuant to prove that it could paragraph 4.8, and provided Chiron allows SynCo to evaluate the claim and to test the said quantity of Product within a reasonable period of time, but not have reasonably detected the defect within that periodto exceed sixty days. Defective Products must be kept available for Mondi’s inspections for 14 days from the date Replacement of the notification and must not Product by Synco pursuant to this paragraph 5.2 shall be returned to Mondi early. Upon Xxxxx’x request, specimens the sole remedy of the goods found faulty must be sent back to MondiChiron against SynCo for defective or non-conforming Product.
5.3. If the buyer does not comply Parties disagree whether such Product is defective or non-conforming, then the Product in dispute will be tested and further analyzed by a qualified independent testing laboratory reasonably acceptable to both Parties. Such laboratory's testing will determine, using representative samples, whether the quantity of the Product is defective or non-conforming with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompletenessSpecifications. The buyer must immediately notify Mondi resulting determination of the laboratory will be final and binding on SynCo and Chiron. SynCo will bear the cost of such testing if it receives the testing demonstrates that the Product is defective or non-conforming and Chiron will bear the cost if the testing demonstrates the Product is neither defective nor non-conforming.
5.4. Except to the extent subject to indemnification by Chiron pursuant to paragraph 5.5., SYNCO will indemnify, defend and hold harmless Chiron and its Affiliates from and against any notice and all losses, claims, damages or liabilities (including but not limited to reasonable attorney's fees) arising from or relating to (a) any breach by SynCo of its representations, warranties or covenants under this Agreement; or (b) any negligence or intentional wrongdoing of SynCo.
5.5. Except to the extent subject to indemnification by SynCo pursuant to Section 5.4., Chiron will indemnify, defend and hold harmless SynCo and its Affiliates from and against any and all losses, claims, damages or liabilities (including but not limited to reasonable attorney's fees), arising from or relating to (a) any use, including clinical trials, or sale by Chiron or any third party of any Product supplied by Synco hereunder; (b) any allegation by any third party of infringement of its intellectual property rights by or the manufacture, use or sale of Products by Chiron or any of its customers concerning defects Affiliates; (c) any breach by Chiron of its representations, warranties or covenants under this Agreement; or (d) any negligence or intentional wrongdoing of Chiron.
5.6. Any person seeking indemnity pursuant to this section (the "Indemnified Party") shall notify the Party from whom indemnification is sought (the "Indemnifying Party") in writing promptly upon becoming aware of any claim, threatened claim, damage, loss, suit, proceeding or liability ("Claim") to which such indemnification may apply. Failure to provide such notice shall constitute a waiver of the delivered goodsIndemnifying Party's indemnity obligations hereunder if and to the extent the Indemnifying Party is materially damaged thereby. The Indemnifying Party shall have the right to assume and control the defense of the Claim at its own expense. If the buyer fails right to meet this obligationassume and control the defense is exercised, it the Indemnified Party shall have the right to participate in, but not have any claims against Mondi based on control, such defense at its own expense and the defective goods, nor Indemnify Party's indemnity obligations shall Mondi be obliged deemed not to indemnify itinclude attorneys' fees and litigation expenses incurred by the Indemnified Party after the assumption of the defense by the Indemnifying Party. If the goods are defectiveIndemnifying Party does not assume the defense of the Claim, Mondi shall have the choice to either rectify Indemnified Party may defend the goods Claim; provided, that the Indemnified Party will not settle or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for compromise the buyerClaim without consent of Indemnifying Party, a price reduction may be granted to the buyer. Mondi shall which consent will not be liable for negligible deviations from unreasonably withheld. The Indemnified Party shall cooperate with Indemnifying Party and will make available to Indemnifying Party all pertinent information under the agreed specifications and/or for only minor impairment control of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentIndemnified Party.
Appears in 1 contract
Warranties and Liability. 8.1 The buyer Seller warrants to the Buyer that the Goods will be: (a) new and of best quality and be fit for the purposes held out by the Seller or made known to the Seller in writing at the time the Order was placed; (b) free from defects in design, material and workmanship; (c) correspond with any relevant Specification or sample or the Special Terms; and (d) in compliance with all applicable statutory requirements and regulations relating to the sale of the Goods including but not limited to those in respect of export control laws and regulations.
8.2 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, performed with due skill, care and diligence and to such a high standard of quality as it is obliged reasonable for the Buyer to examine each delivery immediately upon arrival. Any apparent defects expect in all the circumstances in accordance with any Special Terms and in compliance with all applicable statutory requirements and regulations concerning the performance of the Services and with all applicable policies of the Buyer where Services are carried out at the Delivery Address.
8.3 Without prejudice to any other remedy available to the Buyer, if the Goods or Services are not supplied or performed in accordance with this Contract, then the Buyer will be entitled: (including damage a) to require the Seller, at the Seller’s expense to repair or supply replacement Goods or re- perform the Services as the case may be in transitaccordance with this Contract within seven (7) Days of notification; or (b) in addition to (a), incompleteness to recover any expedited shipping costs incurred by the Buyer to avoid or minimise any potential or actual late delivery, as well as any shipping costs incurred by the Buyer as a result of the goods Seller caused rework or repair; or (c) at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or re-perform the Services, to treat this Contract as discharged by the Seller’s breach and require the repayment of the Price (or any other variances from part thereof) which has been paid by the confirmation Buyer in respect of such rejected Goods and Services.
8.4 The risk in any rejected Goods will revert to the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days Seller with effect from the date of the notification Buyer’s rejection notice but the title in the Goods will only revert to the Seller once the Seller has complied with its obligations under Clause 8.3.
8.5 The Seller will indemnify the Buyer in full against all liability, loss, damages, costs and must not be returned expenses (including legal expenses) awarded against or incurred by the Buyer as a result of or in connection with: (a) breach of any warranty given by the Seller in relation to Mondi early. Upon Xxxxx’x request, specimens the Goods or the Services; (b) any loss of or damage to property including the property of the goods found faulty must be sent back to Mondi. If Buyer and any personal injury or death caused in whole or in part by the buyer does not comply with this clause negligently it shall not be entitled to reject neglect, act or omission of the goods Seller, its employees or agents; (c) any act or omission of the Seller or its employees, agents or sub-contractors in manufacturing, supplying, delivering and Mondi shall have no liability for such defects installing the Goods or incompleteness. The buyer must immediately notify Mondi if it receives carrying out the Services; and (d) any notice from act or omission of any of its customers concerning defects the Seller's personnel in connection with the delivered goods. If performance of the buyer fails to meet Services.
8.6 Nothing in this obligation, it shall not have any claims against Mondi based on Contract will exclude or limit the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to liability of either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted party to the buyer. Mondi shall not be liable other party for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of (a) death or personal injury caused by Xxxxx’x negligenceresulting from the negligence of that party or any of its respective directors, officers, employees, contractors or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except agents; (b) in respect of material fraud, wilful acts of default or misconduct by that party or any of its respective directors, officers, employees, contractors or agents; (c) any damage to the tangible property of a party; (d) breach of contract due the provisions set out in Clause 10; (e) pursuant to Mondi’s willful misconduct any indemnity given by a party; or blatantly gross negligence, Mondi shall (f) any other liability that cannot be liable excluded or limited by applicable law.
8.7 The Seller warrants that it will not solicit the Buyer's staff for consequential losses, damages, costs or expenses, financial loss, loss employment during the period of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price fulfilment of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship Contract or for a period of 12 months from delivery. This warranty is given subject one (1) year thereafter.
8.8 Subject to the other express conditions set out in these general conditions of sale. The foregoing, the Buyer’s liability limitations as set out in under this clause Contract will be limited to the Price.
8.9 This Clause 8 shall also apply to Mondi’s legal representatives, employees and agents. § 933b survive termination of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentContract.
Appears in 1 contract
Samples: Purchase Agreement
Warranties and Liability. 8.1 Subject as expertly provided in these Conditions, and expect where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statue or common law are excluded to the fullest extent permitted by law.
8.2 Where the Goods are sold under a consumer transaction (as defined by the Consumer Transactions (Restrictions on Statements) Order 1976 the statutory rights of the Buyer are not affected by these Conditions.
8.3 The buyer goods are not tested or sold as fit for any particular purpose and any term warranty or condition express implied or statutory to the contrary is obliged excluded. In no circumstances whatsoever shall the Sellers liability (in contract, tort or otherwise) to examine each delivery immediately upon arrivalthe Buyer arising under out of or in connection with this contract or the goods applied hereunder exceed the Invoice price of the particular pieces concerned, and the Seller shall be under no liability for loss or damage or delay how so ever arising caused by circumstances outside his control. In the case of a sale by sample the Seller does not undertake that the bulk shall correspond with the sample in colour, exact dimensions or quality. This provision shall not apply to consumer transactions to the extent to which it would, by virtue of the Unfair Contract Terms Act 1977, be void.
8.4 If and to the extent that any person by whom the Seller has been supplied with the goods supplied hereunder (hereafter referred to as “the Supplier”) validly excludes restricts or limits his liability to the Seller in respect of the said goods or of any loss or damage arising in connection therewith the liability of the Seller to the Buyer in respect of the said goods or of any loss or damage arising in connection therewith shall be correspondingly excluded restricted or limited. If the Supplier validly excludes restricts or limits his liability to the Seller in respect of any liability of the Seller to the Buyer in connection with the said goods, then the liability of the Seller to the Buyer in respect of the said goods shall be excluded restricted or limited to the extent to which the Supplier is liability to the Seller in respect of the Seller’s liability to the Buyer and no further. Any apparent term, warranty or condition express or implied or statutory to the contrary is excluded. The Seller will, upon request, supply the Buyer with details of any such exclusion restriction or limitation.
8.5 Notice of any claim arising out of or in connection with this contract must be given in writing to the seller within 48 hours from the date when the goods are collected or delivered, failing which all claims (other than claims arising out of or in connection with defects (including not discoverable upon reasonable examination of the goods) shall be deemed to be waived and absolutely barred. In any event, the Seller shall be under no liability for shortage or damage in transittransit or for deviation, is-delivery, delay or detention unless the Seller and the Carrier are advised thereof in writing otherwise than upon a consignment note or delivery document within 48 hours and a claim is made on the Seller and the Carrier in writing within 7 days after the termination of transit as defined under the current conditions of carriage of the Road Haulage Association (in the computation of time for this purpose the following days shall not be included in England and Wales Sunday, Good Friday, Christmas Day or Bank Holiday, Scotland Sunday 1st and 2nd January, Spring Holiday or Autumn Holiday). The Seller shall be under no liability whatsoever if bulk is broken pending settlement of any claim, incompleteness or, where the goods collected or delivered include plywood or particleboard or the marked battens on the packages (if any) are not produced with the goods for inspection by the Seller. This provision shall not apply to consumer transactions to the extent, to which it would, by virtue of the Unfair Contract terms Act 1977, be void.
8.6 If it is agreed that the goods be processed the Seller may arrange for such processing to be performed by a third party and in such case the operation shall be carried out on the Standard Terms and Conditions of the third party.
8.7 Any variation in the cost to the Seller of carriage and/or effecting delivery of the goods to the Buyer or any other variances from in charges directly or indirectly affecting the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately goods which occurs after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification contract and must not be returned prior to Mondi early. Upon Xxxxx’x request, specimens delivery of the goods found faulty must to the Buyer shall be sent back for the Buyer’s account.
8.8 All terms, express or implied, relating to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled quality of goods are warranties only the breach of which gives no right to reject the goods or terminate the contract in any circumstances whatever. This provision shall not apply to consumer transactions to the extent to which it would, by virtue of the Unfair Contract Terms Act 1977, be void.
8.9 All sales “to arrive” shall be subject to shipment and Mondi safe arrival. Any variation in the total of the war risk insurance rate or of any charge, tax, levy duty or impost on the goods shall be for the Buyer’s account. Instructions for delivery to be given in time to enable them to be carried out upon arrival. In the absence of such instructions or if ordered by the Buyer to rail or road reansport or to craft and the Buyer fails to provide same when goods are available the Seller may take such steps as he may in his absolute discretion consider to be necessary to clear the goods and may recover from the Buyer all expenses thereby incurred.
8.10 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 the manufacturer’s specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to 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 Proportionate part of the price), but the Seller shall have no further liability to the Buyer including any liability for such defects the cost of replacement materials, labour or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. scaffolding.
8.11 Except in respect of death or personal injury caused by Xxxxx’x the Seller’s negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi Seller shall not be liable to the Buyer by reason of any representation, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether for loss of profit or otherwise), costs expenses or other claims for consequential lossescompensation whatsoever (and whether caused by the negligence of the Seller, damages, costs its employees or expenses, financial loss, loss agents or otherwise) which arise out of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, with the contract shall not exceed the price supply of the deliveries subject of Goods or their use or resale by the claim andBuyer, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out except as expressly provided in these general conditions of sale. Conditions.
8.12 The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) Seller shall not be applicable. Until clarification liable to the Buyer or be deemed to be in breach of the warranty complaint Contract by reason of any delay in performing, or any failure to perform, any of the buyer Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit be regarded as well as for caused beyond the benefit Seller’s reasonable control:
8.12.1 Act of Mondi. In case God, explosion, flood, tempest, fire or accident;
8.12.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.12.3 acts, restrictions, regulations, buy-laws, prohibitions or measures of any kind on the claim turns out to be justified Mondi shall reimburse external expenses to part of any governmental, parliamentary or local authority;
8.12.4 import or export regulations or embargoes;
8.12.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a reasonable extentthird party);
8.12.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.12.7 power failure or breakdown in machinery.
Appears in 1 contract
Samples: Terms and Conditions
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted 13.1 Remedent warrants to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if Distributor that (i) all Products delivered under this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and Agreement will be free from any defects in material and workmanship manufacture and will comply, including but not limited to as regards packaging, languages, and intellectual property rights, at all times with all legal and regulatory requirements and (ii) there are no any rights of third parties which would or might render the sale and distribution of the Product or the use of any trademark or patent, invalid, void or unlawful. Remedent will provide and maintain adequate insurance covering Product liability for the Products delivered to and/or used in the Territory, and as the case may be, the Expanded Territory, under this Agreement.
13.2 Remedent will indemnify and hold harmless the Distributor and keep the Distributor indemnified against all and any liabilities, costs and expenses, damages, claims or demands incurred by the Distributor in connection with any claims or allegations made against the Distributor relating to claims which arise from a period breach of 12 months from delivery. This Remedent's warranty is given subject to the other express conditions set out in these general conditions clause 13.1
13.3 Remedent shall provide Omega Pharma with the cosmetic file of salethe Product, and any update thereof. The liability limitations as Remedent warrants that the cosmetic file will at all times comply with all applicable legal and regulatory requirements.
13.4 Upon a five working days prior written notice, the Distributor shall be entitled to visit, during normal business hours, the offices and production facilities of Remedent to ascertain, amongst others, the compliance with Remedent's obligations under this Agreement.
13.5 In the event that, for whatever reason, any of the Products distributed by the Distributor under this Agreement should have to be recalled, Remedent shall pay all costs and expenses in this respect.
13.6 Without prejudice to any of the foregoing, Omega Pharma shall be entitled, at its sole discretion, in the event of a breach of the warranty set out in this clause shall also apply 13.1, which is not capable for remedy, to Mondi’s legal representativesacquire from Remedent, employees without payment of any costs or transfer price, all trademarks, trade names, patent notices, know how and agents. § 933b concepts related to any of the ABGB (Austrian Civil Code) shall not be applicableProducts under this Agreement. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extent.Execution Version
Appears in 1 contract
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the Parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the Parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the Parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the Parties hereto. All expenses related to such appraisal shall be borne by the Party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to License Agreement - Arriani Pharmaceuticals, S.A. Date: May 21, 2003 have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor’s negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival Product. The Company shall indemnify and hold the Distributor harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Company’s negligent act or omission in the production or delivery of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesproduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage for up to One Million Euros with reputable and sound insurance covering all and any risks, including any liabilities to third parties and the buyer public (including product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Warranties and Liability. 8.1 The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted Supplier warrants to the buyer. Mondi shall not Buyer that:
8.1.1 throughout the Warranty Period the Goods and Services will be liable of satisfactory quality and fit for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided any purpose held out by the buyer, improper handling, willful damage, negligence, abnormal working conditions, Supplier or any alteration of made known to the goods Supplier at or before the time the Order is placed or otherwise agreed by the buyer. Mondi shall not be obliged to notify Parties in writing;
8.1.2 throughout the buyer of Warranty Period the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery Goods and Services will be free from defects in design, material and workmanship workmanship;
8.1.3 throughout the Warranty Period the Goods and Services will correspond with the Order, these Terms and any relevant Specification or sample;
8.1.4 throughout the Warranty Period the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale, hire or supply thereof;
8.1.5 throughout the Warranty Period all information supplied by the Supplier to the Buyer in connection with or related to the Goods and Services or otherwise pursuant or related to the Contract shall be and remain true, accurate and complete; and
8.1.6 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 Buyer to expect from a period competent and experienced contractor in all the circumstances.
8.2 If any Goods or Services are not supplied or performed in accordance with the Contract including the warranties in section 8.1 then, notwithstanding any prior acceptance thereof by the Buyer and without limiting any other remedy and without any liability, the Buyer shall be entitled to:
8.2.1 require the Supplier to repair such Goods or to supply replacement Goods or Services in accordance with the Contract at the Supplier’s cost within 7 days of 12 months from delivery. This warranty is given being requested to do so by the Buyer (in which case such repaired Goods or replacement Goods or Services shall be subject to the warranties referred to in section 8.1) or the Buyer shall be entitled to return such Goods to the Supplier at the Supplier’s cost, in which case the Supplier shall, within 7 days of receipt of such returned Goods, repay to the Buyer the Price paid by the Buyer for such Goods and the costs incurred by the Buyer in returning such Goods to the Supplier in such amount as the Buyer shall advise the Supplier; or
8.2.2 exercise the rights described in section 6.9.1 (whether or not the Buyer has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services).
8.3 The Supplier shall indemnify the Buyer in full against all claims, actions, liabilities, losses, damages, costs and expenses (including legal expenses) made, taken or awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.3.1 any breach of any warranty given by the Supplier in relation to the Goods or the Services;
8.3.2 any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade xxxx or other express conditions set out in these general conditions intellectual property rights of sale. The liability limitations as set out in this clause shall also apply any other person, except to Mondi’s legal representativesthe extent that the claim arises from compliance with any Specification supplied by the Buyer;
8.3.3 any act or omission (including any breach, employees and agents. § 933b negligence, failure or delay) of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification Supplier or its employees, agents or sub-contractors in connection with the Goods and Services or the performance of the warranty complaint Supplier’s obligations under the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for Contract;
8.3.4 any accident caused by or involving the Supplier; and
8.3.5 any persons employed or engaged by the Supplier or its own benefit as well as for agents or sub-contractors in connection with the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentContract.
Appears in 1 contract
Samples: Standard Terms and Conditions for Purchase and Hire of Goods/Services
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness 7.1 Each of the goods or any other variances from the confirmation Warrantors severally warrants (in respect of themselves only) to UM that each of the order have to be notified immediately upon arrival of Warranties (other than the delivery Fundamental Warranties) is true and accurate as at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi earlythis Agreement. Upon Xxxxx’x request, specimens Each of the goods found faulty must Warranties (other than the Fundamental Warranties) shall be sent back deemed to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except made in respect of death or personal injury caused by Xxxxx’x negligenceeach Warrantor to the knowledge and belief of such Warrantor, or liability for defective products towards end consumers which knowledge and belief shall be interpreted to extend to those facts, matters and circumstances of which such Warrantor is actually aware as defined in at the applicable Consumer Protection Law or except in respect date of material breach this Agreement having made reasonable enquiry of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price each other Warrantor and also such knowledge which such Warrantor would have had if they had made reasonable enquiry of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty Relevant Persons.
7.2 Each Warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out matters Disclosed and any limitations, exceptions or exclusions expressly provided for in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b Agreement.
7.3 Each of the ABGB Warranties shall be construed as separate and independent, and (Austrian Civil Codeunless expressly provided to the contrary) shall not be applicable. Until clarification limited by the terms of any other Warranties or by any other term of this Agreement or the Disclosure Letter.
7.4 Without limitation to the rights of UM under this Agreement, in the case of a Claim against any Warrantor, no counterclaim or right of contribution or indemnity shall lie against the Company and/or any of the other Sellers.
7.5 The Warranties shall continue in full force and effect, notwithstanding Completion and the rights and remedies of UM in respect of any breach of any of the Warranties or any of the Fundamental Warranties shall not be affected by Completion, any investigation made by or on behalf of UM into the affairs of the Company or any other event or matter whatsoever which otherwise might have affected such rights and remedies except a specific and duly authorised written waiver or release.
7.6 Any information supplied by the Company, its officers, employees or agents to the other Warrantors or their agents, representatives or advisers in connection with, or which forms the basis of, any of the Warranties or any matter covered in the Disclosure Letter or otherwise in relation to the business and affairs of the Company (whether before or after the date hereof) shall be deemed not to include or have included a representation, warranty complaint or guarantee of its accuracy by the buyer Company to the other Warrantors and shall provide for appropriate storage not constitute a defence to any Claim by UM. The Warrantors hereby irrevocably waive any and for insurance at full resale value plus transportation and warehouse expenses for all claims against the Company, its own benefit as well as officers, employees or agents in respect of any information so supplied.
7.7 Each of the Warrantors hereby confirms that, save for the benefit matters being Disclosed, the Warrantor is not actually aware of Mondiany fact, matter and/or circumstance which would constitute a breach of any Warranty. In case For the claim turns out purpose of this confirmation each Warrantor’s awareness shall be deemed to be justified Mondi shall reimburse external expenses to a include those facts, matters and circumstances of which such Warrantor is actually aware as at the date of this Agreement having made reasonable extentenquiry of each other Warrantor and also such knowledge which such Warrantor would have had if they had made reasonable enquiry of the Relevant Persons.
Appears in 1 contract
Samples: Contribution Agreement (Centessa Pharmaceuticals LTD)
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival5.1. Any apparent defects (SynCo warrants that:
a) the Products will be manufactured, packed, stored and delivered in compliance with this Agreement and all applicable laws, regulations, and orders, including damage in transit), incompleteness GMP; without limiting the generality of the goods or any other variances from foregoing, SynCo will obtain and maintain in effect all required governmental permits, licenses, and approvals applicable to the confirmation manufacture of the order have Products and shall produce the Products in accordance with all such permits, licenses, orders, applications and approvals;
b) the Material will be received and stored in accordance with all applicable laws, regulations and orders and in accordance with the relevant specifications;
c) on the date of delivery thereof, the Products will conform to be notified immediately upon arrival the Specifications; and
d) it will not carry on activities in the Plant which could reasonably prevent the Products from being manufactured in accordance with all applicable laws, regulations, and orders, including GMP. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SYNCO MAKES NO WARRANTIES EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY, AND SYNCO SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY CASE OF NONCONFORMITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT.
5.2. SynCo shall promptly replace, free of the delivery at the destination charge, any defective or non-conforming Product supplied to Chiron, provided Chiron notifies SynCo in writing by specifying the defect, incompleteness upon discovery of such defect or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable non-conformity within a period of sixty days after arrival unless SynCo's Quality Assurance has approved the buyer is able Product pursuant to prove that it could Article 4.8, and provided Chiron allows SynCo to evaluate the claim and to test the said quantity of Product within a reasonable period of time, but not have reasonably detected the defect within that periodto exceed sixty days. Defective Products must be kept available for Mondi’s inspections for 14 days from the date Replacement of the notification and must not Product by Synco pursuant to this paragraph 5.2 shall be returned to Mondi early. Upon Xxxxx’x request, specimens the sole remedy of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims Chiron against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability SynCo for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentnon-conforming Product.
Appears in 1 contract
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the PL and consistent with Exhibit C.
a) If the parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Company shall also be held responsible for any liability the defective merchandise may cause, if and when it is proven that the liability has been derived from manufacturing defect and not from handling or storage conditions by the distributor or third parties.
b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any Products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor’s negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesProduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the buyer public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy held with MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Samples: Supply and Distribution Agreement (Viragen International Inc)
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from the confirmation and against any and all liability, damage, loss, cost or expense arising out of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice resulting from any of its customers concerning defects in claims made or suits brought against the delivered goods. If Company or the buyer fails to meet this obligationDistributor, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extent.arise out
Appears in 1 contract
Samples: Supply and Distribution Agreement
Warranties and Liability. The buyer 6.1 PHARMING represents that it is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness the sole owner of the goods PHARMING Patents and the PHARMING Technology and that it has the authority to grant the licenses granted hereunder. EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 6.1, PHARMING MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER, WHETHER EXPRESS OR IMPLIED, IN RESPECT OF ANY PHARMING TECHNOLOGY TRANSFERRED TO GTC HEREUNDER; IN PARTICULAR, BUT WITHOUT LIMITATION, PHARMING MAKES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. Moreover, PHARMING makes no representation or any other variances from warranty that the confirmation use of PHARMING Technology or the manufacture, use or sale of GTC Products by GTC or its sublicensees or its customers will not constitute an infringement of the order have intellectual property rights of others. IN NO EVENT SHALL PHARMING BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST REVENUES OR PROFITS.
6.2 GTC agrees to be notified immediately upon arrival indemnify PHARMING from any and all damages, losses, costs, or other consequences which PHARMING or its subsidiaries may incur as a result of any claim relating to the use of the delivery at PHARMING Technology transferred to GTC hereunder or the destination in writing manufacture, use or sale of GTC Products, by specifying the defectGTC or its distributors, incompleteness sublicensees or other variancescustomers.
6.3 PHARMING hereby represents, warrants, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove covenants that it could not have reasonably detected has no knowledge of any bankruptcy, insolvency, reorganization, or liquidation laws, regulations or proceedings that would preclude GTC from practicing the defect within licenses granted to it hereunder throughout the term of this Agreement, and that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled use its best efforts to reject protect GTC's interest with respect thereto throughout the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives term of this Agreement, including, without limitation, making all appropriate registrations of any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond relevant licenses with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for all appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentauthorities.
Appears in 1 contract
Warranties and Liability. The buyer is obliged 8.1 All terms, conditions, warranties and representations (whether implied or made expressly) whether by EZU, its agents or representatives or otherwise (other than those express warranties set out in this Agreement) relating to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness the quality and/or fitness for the purpose of the goods Goods or any other variances from the confirmation of the order have Goods or to be notified immediately upon arrival their correspondence with any sample or description or to any intellectual property or third party rights in relation thereto are excluded to the fullest extent by law.
8.2 In the event where any warranty is expressly given by EZU in respect of the delivery at Goods, such warranty shall unless otherwise stated be subject to the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects following conditions:-
(including defects surfacing during manufacturinga) have to be notified immediately after discovery. It Such warranty shall be assumed that hidden defects are normally detectable within of a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days 6 months commencing from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens delivery of the goods found faulty must Goods under Clause 5;
(b) EZU shall be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have under no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives in respect of any notice defect arising from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligationfair wear and tear, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful wilful damage, negligence, abnormal working conditions, failure to follow EZU’s, the supplier’s or the manufacturer’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without EZU’s approval;
(c) EZU shall be under no liability under such warranty if the total price of the Goods has not been paid by the due date of payment; and
(d) the Customer shall upon request by EZU promptly send the Goods properly packaged and freight prepaid together with a statement detailing the Customer’s claim to EZU’s address in Hong Kong or as EZU shall direct.
8.3 The Customer hereby acknowledges that the Goods may have been used by EZU or any alteration other person either as part of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions rental stock or specifications unless Mondi is aware of such unsuitability. otherwise.
8.4 Except in respect of death or personal injury caused by Xxxxx’x the EZU's negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi EZU shall not be liable to the Customer 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 this Agreement, for consequential losses, damages, costs or expenses, financial loss, loss of profits profit or interestfor any indirect, special or third party consequential loss or damage, costs, expenses or other claims unforeseeable for compensation whatsoever (whether caused by the negligence of EZU, its agents or representatives or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to Mondi. In any casesupply the Goods in accordance with this Agreement or at all) or their use or resale by the Customer, and the entire liability of Mondi under, EZU under or in connection with, the contract with this Agreement shall not exceed the price of the deliveries subject of the claim andGoods, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations except as set out expressly provided in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentAgreement.
Appears in 1 contract
Samples: Sale of Equipment Agreement
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall either party be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor's negligent act or omission in the marketing, selling or distribution of the order have Product.
10.5.3 The Distributor asserts that the Taiwanese Government allocates a fund to be notified immediately upon arrival of cover all and any risks, including (without limitation) any liabilities to third parties and the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects public (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove without limitation product liability).
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy held with MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Samples: Supply and Distribution Agreement (Viragen International Inc)
Warranties and Liability. The buyer is obliged A. You agree to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness rely solely on your own opinion and evaluation of the goods Service and the results, data, and indications obtained through your use, with regard to their suitability for any purpose. Infosec Institute does not warrant that the Service will be error-free or that any results, learning, or other achievements obtained through use of the Service will be accurate or should be followed. Infosec Institute also does not warrant that the Services will be able to or actually solve, improve, or otherwise mitigate any problems You may experience with phishing or any other variances from computer- or cyber-attacks. The Infosec Skills Platform and Infosec IQ Platform (including the confirmation PhishSim Service and any plugins associated therewith) is not an antivirus, antimalware, or other cybersecurity application; InfoSec Institute will have no obligation to undertake efforts to actually prevent or mitigate any potential real attacks.
B. InfoSec Institute will provide technical support, Learner assistance, and troubleshooting in a reasonable capacity in its discretion. InfoSec Institute will not enter Your premises to perform any services under this Agreement. You are fully responsible for deployment of the order have Service in Your organization, including installation of any plug-ins associated with the PhishSim Service. InfoSec Institute will only support such deployment remotely.
C. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICE IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. INFOSEC INSTITUTE HEREBY DISCLAIMS ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, UNINTERRUPTED USE, AND ANY WARRANTIES ARISING FROM CONDUCT OR COURSE OF DEALING.
D. In no event will either party be liable for any indirect, special, incidental, exemplary, punitive, treble or consequential damages (including, without limitation, loss of business, revenue, profits, goodwill, data or other economic advantage) arising out of or relating to be notified immediately upon arrival this Agreement, however caused and based on any theory of liability, whether breach of contract, breach of warranty, tort (including negligence), professional error or omission, product liability or otherwise, even if the other party is advised of the delivery possibility of such damages. Each party’s maximum liability (including attorneys’ fees) arising out of or related to this agreement will not exceed the amount paid by You under this agreement during the 12-month period prior to the date the claim arose. Your sole remedy for any material defect in performance of the Service (including the content and operability of any components thereof) shall be to request that Infosec Institute re-perform or correct the defective Service as Infosec Institute sees fit such that the Service performs in a substantially equivalent manner to the Services as selected through the Ecommerce Purchase or as indicated on the SOW. The limitations of this section shall apply notwithstanding any failure of essential purpose of any limited or exclusive remedy. In the event this section is at odds with state law or regulations You must follow. Insofar as applicable law prohibits any limitation of liability herein, the destination in writing by specifying parties agree that such limitation will be automatically modified, but only to the defectextent so as to make the limitation compliant with applicable law.
E. InfoSec Institute agrees to defend, incompleteness or other variancesindemnify and hold harmless You, Your subsidiaries and affiliates and their respective successors, assigns, employees, officers, directors and agents from and against any and all third party claims (including any damages, losses, liabilities, expenses, and quoting fees relating to such claims) to the invoice numberextent arising from (i) any claim that the Service infringes any third party intellectual property and (ii) any gross negligence or willful misconduct of InfoSec Institute. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within In the event of a period third party claim of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x requestinfringement, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi InfoSec Institute shall have the choice right in its discretion to either rectify choose to replace the goods allegedly infringing portion of the Service with a non-infringing component or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, functionality that performs in a price reduction may be granted substantially equivalent manner to the buyerServices as selected through the Ecommerce Purchase or SOW, or to terminate the Agreement and refund You all fees paid within the previous 12- month period. Mondi InfoSec Institute's obligations under this Section shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment come into effect provided that You notify InfoSec Institute of the goods’ applicationsrelevant claim within five business days, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyerand, improper handlingsubject to any legally required approval, willful damage, negligence, abnormal working conditionsincluding approval of Your state’s attorney general, or any alteration of consistent with applicable law, allows InfoSec Institute to control the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware defense of such unsuitabilityclaim. Except in In no event, however, shall InfoSec Institute settle or otherwise take any action with respect to such claim that comprises an admission of death guilt or personal injury caused by Xxxxx’x negligenceliability on behalf of, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligencerequires any payment by, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentYou without first obtaining Your consent.
Appears in 1 contract
Samples: Master Agreement
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected de tected the defect within that period. Defective Products must be kept available for Mondi’s Mondi‟s inspections for 14 21 days from the date of the notification and must not be returned to Mondi earlybefore. Upon Xxxxx’x Mondi‟s request, specimens of the goods found faulty must be sent back to MondiMondi at buyer‟s expense. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, buyer may the buyer have a price reduction may reduction. In the event that the defects are more than minor, the buyer shall be granted entitled to withdraw from the buyercontract. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ goods‟ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyergoods. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x Mondi‟s negligence, or liability for defective products towards end consumers as defined in under the applicable Consumer Protection Law applicable or except in respect of material breach of contract due to Mondi’s willful misconduct conducted by Mondi grossly negligent or blatantly gross negligencewillfully, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable foreseeable to Mondi. In any case, and the entire liability of Mondi under, under or in connection with, with the contract shall not exceed the price of the deliveries goods the subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damageclaim. The buyer is obliged to unconditionally impose fully assign these liability liabili ty limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 - if not otherwise agreed - 6 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions date of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for shipment from Mondi‟s premises under appropriate storage conditions. Mondi makes no other warranty, express or implied, and makes no warranty of merchantability or fitness for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentparticular purpose or use.
Appears in 1 contract
Samples: General Conditions of Sale
Warranties and Liability. YOUR ATTENTION IS DRAWN TO THIS CLAUSE, WHICH CONTAINS RESTRICTIONS ON THE USE OF THE GOODS AND LIMITATIONS ON THE COMPANY’S LIABILITY
10.1 The buyer is obliged Company will not supply Goods to examine each delivery immediately upon arrivalany person for incorporation or use in any Safety Critical Product. Any apparent defects The Customer shall not incorporate or use the Goods in any Safety Critical Product. The Customer shall bring this clause to the attention of any person to whom it sells the Goods (including damage in transitwhether as part of any sub assembly of a Safety Critical Product or otherwise), incompleteness . The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising as a result of the goods incorporation or use of any other variances from Goods in Safety Critical Products, including any claim by a third party who suffers loss or damage as a result of such unauthorised use.
10.2 The Company warrants that the confirmation of Goods will on delivery correspond with any written specification for the order have to be notified immediately upon arrival of Goods agreed by the delivery at the destination parties but save as expressly agreed in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that any Order it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not warrant that the Goods will be entitled to reject the goods and Mondi fit for any particular purpose. The Company shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives to the extent that any notice defect in the Goods arises from any of its customers concerning defects in the delivered goodsfollowing:
i. any defect arising from any drawing, design or specification supplied by the Customer. If The Customer shall indemnify the buyer fails to meet this obligation, it shall not have Company from and against all claims and proceedings for or on account of any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods infringement or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, alleged infringement of any third party Intellectual Property Rights as a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment result of the goods’ applicationsuse of such drawings, nor shall Mondi be liable for damages resulting directly designs or indirectly specifications;
ii. any defect arising from instructions or specifications provided by the buyer, improper handlingfair wear and tear, willful damage, negligencefailure to follow the Company's instructions (whether oral or in writing) including as to storage installation or use;
iii. any use or re-use of the Goods after the Goods have been removed from the product in which they were first incorporated;
iv. use of the Goods with incompatible products; or
v. alteration or repair of the Goods. The above warranty does not extend to parts or materials not manufactured by the Company, abnormal working in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or third party to the Company.
10.3 Subject as expressly provided in this Agreement all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.4 Where any valid claim in respect of any of the Goods is notified to the Company in accordance with these conditions, or any alteration the Company shall at its option be entitled to replace the Goods free of charge or, at the Company's sole discretion, refund to the Customer the price of the goods Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer except for liability for personal injury or death or damage t o property caused by the buyer. Mondi shall not be obliged to notify the buyer negligence of the unsuitability of Company its instructions sub-contractors or specifications unless Mondi is aware of such unsuitability. agents up to the limits in clause 10.5.
10.5 Except in respect of death or personal injury caused by Xxxxx’x the Company's negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi Company shall not be liable to the Customer whether in tort, contract or otherwise for consequential losses, damages, costs or expenses, financial loss, any:
i. loss of profits loss of production or interestbusiness interruption (whether direct or otherwise); or
ii. special, penal, indirect or third party claims unforeseeable to Mondi. In consequential loss or damage of any case, nature whatsoever whether or not the entire liability Company has been advised of Mondi under, the possibility of such losses which arise out of or in connection withwith the supply of the Goods or their use or resale by the Customer.
10.6 The liability of the Company under or in connection with this Agreement, whether arising in contract, tort or otherwise howsoever, shall be limited as follows:
i. in the case of liability arising from death or injury to persons caused by the negligence of the Company or its sub- contractors and/or agents, there shall be no limit; ii. in respect of any and all other liability arising out of or in connection with or relating to this Agreement, the contract Company’s aggregate liability for any claims actions demands and costs and expenses in respect thereof or in relation thereto in any calendar year shall be limited in the aggregate price of the Goods supplied by the Company under this Agreement in the year in question.
10.7 The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising from the death or injury of any person and against all loss of or damage to any physical property caused by any default or negligence of the Customer its agents or suppliers (other than the Company) and against all actions, claims, demands and proceedings in respect thereof or in relation thereto, provided that this indemnification shall not exceed apply to the extent that the death or injury to any person or the loss of or damage to any physical property is wholly or partly attributable to any act, default, or negligence of the Company or a third-party other than the Customer’s agents or suppliers.
10.8 The parties agree that the price of the deliveries subject Goods has been based, amongst other things on the provisions of this clause, and that the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these limitations on liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause 10 are fair and reasonable with due regard to the potential loss and damage each party is likely to suffer as a direct result of the other’s default and the Customer’s ability to insure for any of the losses and damages arising, and that furthermore such limits shall continue in force notwithstanding the termination of this Agreement.
10.9 If the Customer has, or may have any claim against the Company as a result of any defect in the Goods or otherwise in connection with this Agreement (whether in contract, tort or otherwise) and the Customer is also entitled to make recovery against any other person in respect of the facts or circumstances by reference to which the Customer has or may have any claim against the Company then the Customer shall promptly and diligently take such action as the Company may request (subject to being properly indemnified against the reasonable costs of taking such action) to pursue such claim in accordance with the Company’s instructions. This clause shall also apply if the Company shall already have settled or paid the Customer in respect of any such claim. The Customer shall account to Mondi’s legal representativesthe Company for all sums recovered by it in relation to such claim, employees and agents. § 933b including costs recovered by it.
10.10 No action may be brought under this Agreement more than one year after the date that the cause of action arose or in the ABGB (Austrian Civil Code) shall not be applicable. Until clarification case of a latent defect, more than one year after the warranty complaint date that the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentdefect first became apparent.
Appears in 1 contract
Samples: Conditions of Sale
Warranties and Liability. The buyer Seller shall not be liable for any shortage in quantity delivered nor for any defect in the quality nature or condition of the Goods nor for the failure of the Goods to comply with the specification unless a claim in writing shall have been lodged with the Seller by the Purchaser.
a) in the case of shortage, within three days of delivery and
b) in the case of defects, within seven days of delivery. In this respect the Purchaser is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit)check the quality, incompleteness safety and all other properties of the goods or Goods and to hold the Seller harmless against any other variances from claims and in the confirmation of event no such claim is lodged the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it Purchaser shall not be entitled to reject the goods Goods and Mondi the Purchaser shall have no liability for such defects or incompletenessbe bound to pay the price as if the Goods had been delivered in accordance with the Contract. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails This Clause applies specifically to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment delivery of the goods’ applications, nor . Please see Clause 9.6 for defects or failures that may appear within the guarantee period but after the delivery had been found to be acceptable In the event of any shortage defect or failure as foresaid the Seller shall Mondi make good the shortage and/or at the Seller's sole discretion replace free of charge any Goods found to be liable for damages resulting directly defective by reason of faulty material or indirectly from instructions or specifications workmanship provided by that as a condition thereof the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration Seller may require that the Goods concerned are returned to the Seller's works carriage paid within one month of discovery of the goods by the buyerdefect. Mondi shall not be obliged to notify the buyer The liability of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except Seller to the Purchaser, except in respect of death or personal injury caused by Xxxxx’x negligencethe negligence of the Seller (being negligence defined by Section 1 of the Unfair Contract Terms Act 1977), by reason of any representation, implied warranty or liability other term of any duty under common law or under any contract for any consequential loss or damage (whether for loss of profit or otherwise) costs claims and expenses or for any other loss damage or injury whatsoever which may arise from the suitability of the Goods defective products towards end consumers as defined material faulty workmanship or otherwise, shall in no case exceed the applicable Consumer Protection Law invoiced value of the Goods delivered from which the loss or except damage arises. Any information or recommendation by the Seller in respect of material breach of contract due relation to Mondi’s willful misconduct or blatantly gross negligence, Mondi the Goods is given in good faith but the Seller shall not be liable for consequential losses, damages, costs to the Purchaser in respect of any loss or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damagedamage arising therefrom howsoever caused. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi Seller warrants that goods which have been manufactured by it the Goods will correspond with any specification agreed between the agreed specification Seller and the Purchaser and current user Manual at the time of delivery date the Goods are delivered, and will be free from defects in material materials and workmanship for a period of 12 months from deliverythe date of the invoice relating to such goods. This The Seller may agree with the Purchaser to issue an additional guarantee extending the length of the guarantee and its scope. Any defect in or failure of the Goods shall be notified to the Seller in writing as soon as reasonably possible after the Purchaser discovers such defect or failure but certainly within 30 days of the discovery. The seller shall be under no liability if the price of the goods has not been paid in full by the due date for payment. The Purchaser shall indemnify the Seller in relation to any costs reasonably incurred by it in dealing with any invalid claim by the Purchaser. Subject to the Purchaser having complied with the terms of clause 3.2 hereof and subject also to the conditions set out below the Seller will warrant that the Goods will correspond with the specification provided by the Seller in their quotation and specification provided to the Purchaser prior to the Purchaser placing the order for the Goods. The above warranty is given by the Seller subject to the other express conditions set out following conditions:
9.10.1 The Seller shall be under no liability in these general conditions respect of sale. any defect in the Goods arising from any drawing, design or specification supplied by the Purchaser.
9.10.2 The Seller shall be under no liability limitations as set out in this clause shall also apply respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to Mondi’s legal representativesfollow the Seller's instructions (whether oral or in writing), employees and agents. § 933b misuse or alteration or repair of the ABGB (Austrian Civil Code) shall Goods without the Seller's written approval.
9.10.3 The Seller will not be applicableheld responsible for consequential losses regardless of how any such costs are incurred. Until clarification of Any Guarantees offered do not extend to goods which are taken outside the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentUK.
Appears in 1 contract
Samples: Terms and Conditions
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness incom- pleteness of the goods or any other variances from the confirmation confirma- tion of the order have to be notified immediately upon arrival of the delivery at the destination in writing exclusively to Mondi and so departing from what provided by specifying art. 1745 of Civil Code by specify- ing the defect, incompleteness or other variances, and quoting the invoice or transport’s document number. Should possible damages due to transportation occur in buyer’s opinion, the same buyer shall indicate them in the documentation of transport too, being stated what provided just above. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately imme- diately after discovery. It shall be assumed perceptibility assuming that hidden defects are normally nor- mally detectable within a period of sixty days after arrival unless the buyer is able to prove that it he could not have reasonably detected de- tected the defect defectiveness within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date Upon request of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens specimen of the goods found faulty must have to be sent back to Mondi. If Any claims of the buyer does not comply with this clause negligently it shall not be entitled to reject because of defectiveness or incomplete- ness of the goods and Mondi shall have no liability for such defects or incompletenessare excluded if the aforesaid obligations are not met. The buyer must has to immediately notify Mondi if it receives about any notice from any of its defective goods of his customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it he shall not have any claims against Mondi based on the defective goodsgoods against Mondi, nor shall Mondi be obliged to indemnify ithim. If Should an ascertained liability on the goods are defectivepart of Mondi occur, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable In any case Mondi shall be liable only for Mondi or for the buyer, a price reduction may be granted and limited to the buyervalue of the goods delivered and subject to complaint. Mondi Claims because of defects shall not be liable excluded for negligible deviations devia- tions from the agreed specifications and/or for only minor impairment impair- ment of the applicability. Any claims for damages of all kinds, which were caused by improper handling or change of the goods or due to incorrect advising or instructions provided by the buyer shall be excluded. Particularly, Xxxxx’s complaints shall not be admissible when concerning alterations caused by light or other agents or substances even just potentially harmful or when con- cerning the consequences of improper storage of the goods’ applications. Re- ferring to that, nor goods shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided preserved by the buyer, improper handlingunless oth- erwise requested by Mondi, willful damagein a closed location protected from bad weather under temperature between 10° Celsius and 32° Celsius and humidity between 40% and 60%, negligencefree from packing and without pallets stacked on top of each other. Besides, abnormal working conditionsXxxxx’s complaints shall not be admissible when concerning grammage difference for each sheet of paper and/or thickness of plastic film used for products processing inside the range +/- 5%, or any alteration of while for so called “laminated bags” the goods by tolerance for each combined sheet runs inside the buyerrange +/- 10%. Laminated PET bags must be used after 5 days from the production date indicated on the label pre- sent in each pallet. Mondi shall not be obliged to notify liable in case of slight negligence (the buyer burden of proof for gross negligence is on the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligencebuyer), or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expensesdamag- es, financial loss, loss of profits or interestprofits, or interest and third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damageclaims. The buyer is obliged to unconditionally impose fully assign these liability limitations to its customershis costumers. Any claims arising out of defective goods become statute-barred after expiration of 18 months upon products manufacturing. The warranties and liability of Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects provided for in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of salethis clause are final except mandatory law provides otherwise. The liability limitations as set out in this clause shall also apply to Mondi’s Xxxxx’x legal representativesrepre- sentatives, employees and and/or other vicarious agents. § 933b Goods subject to complaint by the Buyer shall be kept available for Mondi inspection for 60 days from the date of the ABGB (Austrian Civil Code) shall compliant, without prejudice to Buyer’s obligation to provide rigorous proof of its com- plaints. Goods subject to compliant cannot be applicablereturned to Mondi without its written approval. Until clarification of the warranty complaint the buyer shall provide The material supplied by Mondi is suitable for appropriate storage food contact, ac- cording to Regulation EC 1935/2004 and for insurance at full resale value plus transportation to X.X. 21/03/73 and warehouse expenses for its own benefit as well as for the benefit of Mondifollowing revisions, amendment and supplements. In case of food alert please write to Xxxxxx.Xxxxxxxxxxxxx@xxxxxxxxxx.xxx. Mondi is entitled to outsource part of the claim turns out process and to be justified Mondi shall reimburse external expenses to a reasonable extent.use recy- cled paper
Appears in 1 contract
Samples: General Conditions of Sale
Warranties and Liability. A. The buyer is obliged Seller warrants to examine each delivery immediately upon arrival. Any apparent the Buyer that the Goods will be: (a) new and of best quality and be fit for the purposes held out by the Seller or made known to the Seller in writing at the time the Order was placed; (b) free from defects in design, material and workmanship; (including damage c) correspond with any relevant Specification or sample or the Special Terms; and (d) in transit), incompleteness compliance with all applicable statutory requirements and regulations relating to the sale of the goods or any other variances from the confirmation of the order have Goods including but notlimited to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except those in respect of death export control lawsand regulations.
B. The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, performed with due skill, care and diligence and to such a high standard of quality as it is reasonable for the Buyer to expect in all the circumstances in accordance with any Special Terms and in compliance with all applicable statutory requirements and regulations concerning the performance of the Services and with all applicable policies of the Buyer where Services are carried out at the Delivery Address.
C. Without prejudice to any other remedy available to the Buyer, if the Goods or personal injury Services are not supplied or performed in accordance with this Contract, then the Buyer will be entitled:
(a) to require the Seller, at the Seller’s expense to repair or supply replacement Goods or re-perform the Services as the case may be in accordance with this Contract within seven (7) Days of notification; or (b) in addition to (a), to recover any expedited shipping costs incurred by the Buyer to avoid or minimise any potential or actual late delivery, as well as any shipping costs incurred by the Buyer as a result of the Seller caused rework or repair; or (c) at the Buyer’s sole option, and whether or not the Buyer has previously required the Seller to repair the Goods or to supply any replacement Goods or re-perform the Services, to treat this Contract as discharged by Xxxxx’x negligence, the Seller’s breach and require the repayment of the Price (or liability for defective products towards end consumers as defined in any part thereof) which has been paid by the applicable Consumer Protection Law or except Buyer in respect of material breach of contract due such rejected Goods and Services.
D. The risk in any rejected Goods will revert to Mondithe Seller with effect from the dateof the Buyer’s willful misconduct or blatantly gross negligencerejection notice but the title in the Goods will only revert to the Seller once the Seller has complied with its obligations under clause 8.C.
E. The Seller will indemnify the Buyer in full against all liability, Mondi shall not be liable for consequential lossesloss, damages, costs and expenses (including legal expenses) awarded against or expenses, financial loss, loss incurred by the Buyer as a result of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, : (a) breach of any warranty given by the contract shall not exceed Seller in relation to the price Goods or the Services; (b) any loss of or damage to property including the property of the deliveries subject Buyer and any personal injury or death caused in whole or in part by the neglect, act or omission of the claim andSeller, if this amount is lower, its employees or agents; (c) any act or omission of the actual insurance coverage Seller or its employees, agents or sub- contractors in manufacturing, supplying, delivering and installing the Goods or carrying out the Services; and (d) any act or omission of Mondi for any of the Seller's personnel in connection with the performance of the Services.
F. Nothing in this Contract will exclude or limit the liability of either party to the other party for
(a) deathorpersonalinjuryresulting from thenegligenceof that partyoranyofits respective damage. directors, officers, employees, contractors or agents;
(b) in respect of fraud, wilful acts of default or misconduct by that party or any of its respective directors, officers, employees, contractors or agents; (c) any damage to the tangible property of a party; (d) breach of the provisions set out in clause 10; (e) pursuant to any indemnity given by a party; or (f) any other liability that cannot be excluded or limited by applicable law.
G. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi Seller warrants that goods which have been manufactured by it will correspond with not solicit the agreed specification at Buyer's staff for employment during the time period of delivery and will be free from defects in material and workmanship fulfilment of the Contract or for a period of 12 months from delivery. This warranty is given subject one
(1) yearthereafter.
H. Subject to the other express conditions set out in these general conditions of sale. The foregoing, the Buyer’s liability limitations as set out in under this Contract will be limited to the Price.
I. This clause 8 shall also apply to Mondi’s legal representatives, employees and agents. § 933b survive termination of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentContract.
Appears in 1 contract
Samples: Purchase Agreement
Warranties and Liability. The buyer is obliged Elevon warrants to examine each delivery immediately upon arrival. Any apparent defects the Master Distributor that: it owns or has the legal and valid right to use the Software (including damage in transitwithout limitation the Software Materials), incompleteness it has all proper right and authority to enter into this Agreement and grant the Master Distributor the rights granted hereunder, the Software, when delivered to the Master Distributor, shall provide, if properly used by the Master Distributor and Licensees, the facilities and functions described in the Product Description and the Software Documentation; and the Software does not infringe or misappropriate the proprietary rights of any third party. The Master Distributor acknowledges that the goods or any other variances from the confirmation Software is of the order such complexity that it may have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancescertain defects when delivered, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed Master Distributor agrees that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of such defects Elevon's sole liability and save as provided in Clause 22 the Master Distributor's sole remedy in respect of any breach of the warranty shall be for Elevon to provide corrections of documented program errors in accordance with Clause 8.2. If Elevon fails (other than through the act or default of the Master Distributor) within a reasonable time to correct non-conforming Software as aforesaid its liability therefor shall be limited to a sum equal to the total Royalties received by Elevon from the Master Distributor in any one Year pursuant to this Agreement. The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. Notwithstanding anything else contained in this Agreement but subject to Clause 23.4, neither Party shall be liable to the other for loss of profits, goodwill, business or anticipated savings or for any indirect or consequential loss or damage whatsoever even if such Party shall have been advised of the possibility thereof and whether arising from negligence, breach of contract or howsoever. Notwithstanding anything else contained in this Agreement, each Party's aggregate liability under this Agreement shall be limited to a sum equal to the total Royalties received by Elevon from the Master Distributor in any one Year pursuant to this Agreement provided that this Clause 23.3 shall not limit the liability of either Party to indemnify the other under Clause 22. Neither Party excludes liability for death or personal injury caused by Xxxxx’x its negligence, or for any other form of liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall which cannot be liable excluded or restricted by law. Elevon shall have no liability or responsibility whatsoever under Clauses 22.1 or 22.2 or Clause 23.1 or otherwise under this Agreement for consequential losses, damages, costs or expenses, financial lossany claims, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free expenses arising from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentDistributor Modifications.
Appears in 1 contract
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the Parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the Parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the Parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the Parties hereto. All expenses related to such appraisal shall be borne by the Party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to License Agreement - Arriani Pharmaceuticals, S.A. Date: May 21, 2003 8 of 22 have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor’s negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival Product. The Company shall indemnify and hold the Distributor harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Company’s negligent act or omission in the production or delivery of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesproduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage for up to One Million Euros with reputable and sound insurance covering all and any risks, including any liabilities to third parties and the buyer public (including product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Samples: Supply and Distribution Agreement
Warranties and Liability. 8.1 The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted Supplier warrants to the buyer. Mondi shall not Buyer that:
8.1.1 throughout the Warranty Period, the Goods and Services will be liable of satisfactory quality and fit for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided any purpose held out by the buyer, improper handling, willful damage, negligence, abnormal working conditions, Supplier or any alteration of made known to the goods Supplier at or before the time the Order is placed or otherwise agreed by the buyer. Mondi shall not be obliged to notify Parties in writing;
8.1.2 throughout the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any caseWarranty Period, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery Goods and Services will be free from defects in design, material and workmanship workmanship;
8.1.3 throughout the Warranty Period, the Goods and Services will correspond with the Order, these Terms and any relevant Specification or sample;
8.1.4 throughout the Warranty Period, the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale, hire or supply thereof;
8.1.5 throughout the Warranty Period, all information supplied by the Supplier to the Buyer in connection with or related to the Goods and Services or otherwise pursuant or related to the Contract shall be and remain true, accurate and complete; and
8.1.6 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 Buyer to expect from a period competent and experienced contractor in all the circumstances.
8.2 Without limiting any other remedy, if any Goods or Services are not supplied or performed in accordance with the Contract including the warranties in section 8.1 then, notwithstanding any prior acceptance thereof by the Buyer, the Buyer shall be entitled:
8.2.1 to require the Supplier to repair such Goods or to supply replacement Goods or Services in accordance with the Contract at the Supplier’s cost within 7 days of 12 months from delivery. This warranty is given being requested to do so by the Buyer (in which case, such repaired Goods or replacement Goods or Services shall be subject to the other express conditions set out warranties referred to in these general conditions section 8.1) or the Buyer shall be entitled to return such Goods to the Supplier at the Supplier’s cost, in which case, the Supplier shall, within 7 days of sale. The liability limitations receipt of such returned Goods, repay to the Buyer the Price paid by the Buyer for such Goods and the costs incurred by the Buyer in returning such Goods to the Supplier in such amount as set out in this clause the Buyer shall also apply advise the Supplier; or
8.2.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Supplier to Mondirepair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Supplier’s legal representatives, employees breach and agents. § 933b require the repayment of any part of the ABGB Price which has been paid.
8.3 The Supplier shall indemnify the Buyer in full against all claims, actions, liabilities, losses, damages, costs and expenses (Austrian Civil Codeincluding legal expenses) shall not be applicable. Until clarification made, taken or awarded against or incurred or paid by the Buyer as a result of or in connection with:
8.3.1 any breach of any warranty given by the Supplier in relation to the Goods or the Services;
8.3.2 any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade xxxx or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer;
8.3.3 any act or omission (including any breach, negligence, failure or delay) of the warranty complaint Supplier or its employees, agents or sub-contractors in connection with the buyer shall provide for appropriate storage Goods and for insurance at full resale value plus transportation and warehouse expenses for Services or the performance of the Supplier’s obligations under the Contract;
8.3.4 any accident caused by or involving the Supplier; and
8.3.5 any persons employed or engaged by the Supplier or its own benefit as well as for agents or sub-contractors in connection with the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentContract.
Appears in 1 contract
Samples: Purchase and Hire Agreement
Warranties and Liability. The buyer is obliged obligated to examine each delivery immediately upon arrival. Any apparent defects (including damage in transittransportation damage), incompleteness of the goods or any other variances deviations from the order confirmation of the order have to must be notified documented in writing immediately upon after arrival of the delivery at the place of destination in writing by quoting the invoice number and specifying the defect, incompleteness shortfall or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing those that arise during manufacturingproduction) have to must be notified immediately after discovery. It , whereby it shall be assumed that hidden defects are normally detectable recognizable within a period of sixty days after arrival arrival, unless the buyer is able to prove that it could was not have reasonably detected the reasonable to detect such defect within that this period. Defective Products Before they can be returned, defective products must be kept available held for Mondi’s inspections for a period of 14 days from the date of notification to allow for examination by Coveris. If requested by Coveris, samples of the notification and defective goods must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to MondiCoveris. If through negligence the buyer does not comply with this clause negligently it shall clause, the buyer is not be entitled to reject the goods and Mondi Coveris shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi Coveris if it receives any notice from any of its customers concerning defects in the delivered goodsgoods delivered. If the buyer fails to meet this obligation, it obligation the buyer shall not have any claims against Mondi based on Coveris resulting from the defective goods, goods nor shall Mondi Coveris be obliged obligated to indemnify itand hold the buyer harmless. If the goods are defective, Mondi Coveris shall have the choice option to either rectify the goods or provide faultless substitutionexchange them with flawlessly functioning goods. Only The buyer is only entitled to a price reduction if such rectification or faultless substitution is impossible or unacceptable for Mondi Coveris or for the buyer, a price reduction may be granted to the buyer. Mondi Coveris shall not be held liable for negligible deviations from the agreed upon specifications and/or or for only minor impairment restrictions to the applicability of the goods’ applications, nor . Nor shall Mondi Coveris be held liable for damages resulting damage due directly or indirectly from to instructions or specifications provided by the buyer, improper inappropriate handling, willful wilful damage, negligence, abnormal working conditions, conditions or any alteration of modifications to the goods by the buyer. Mondi Coveris shall not be obliged obligated to notify the buyer of about the unsuitability of its their instructions or specifications unless Mondi is aware if Coveris does not have knowledge of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or for liability for defective products towards end consumers as defined in under the applicable Consumer Protection Law Act or except in respect of material breach serious breaches of contract due to Mondi’s willful misconduct gross negligence or blatantly gross negligenceintentional acts or omissions by Coveris, Mondi Coveris shall be not be liable for consequential losses, damages, costs compensatory damages, costs, or expenses, financial losslosses, loss of profits or lost profit, lost interest, or third third-party claims that were unforeseeable to Mondifor Coveris. In any case, the The entire liability of Mondi under, Coveris under or in connection with, the contract with this Agreement shall not exceed be limited in amount to the price of the deliveries goods that are the subject of the claim and, if this amount – to the extent that the latter is lower, of the actual actually covered by Coveris’ insurance coverage of Mondi for the respective damageclaim. The buyer is Purchaser shall be obliged to unconditionally impose these limitations on liability limitations to in their entirety on its customers. Mondi Coveris warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery the goods manufactured by Coveris correspond to the agreed upon specifications and will be free from defects in material and workmanship for a period of 12 months from delivery. This 12 month period does not apply to manufactured goods that are a part of individual components or goods that are technically part of a dismantled unit or modification (e.g. print pretreatments, UV stabilization, etc.). For such goods Coveris guarantees that at time of delivery the goods correspond to the agreed upon specifications and exhibit no defects in material or workmanship over a normal or a technically accepted period of up to a maximum of six months. This warranty is given subject to the other express in accordance with explicit conditions set out in these general conditions of sale. The limitations of liability limitations as set out specified in this clause shall also apply to Mondi’s Coveris' legal representatives, employees and agents. § Section 933b of the ABGB (Austrian Civil Code) shall not be applicableCode is waived. Until clarification of the warranty complaint the The buyer shall provide for appropriate normal storage and for insurance at covering the full resale value price plus transportation and warehouse expenses for its own benefit as well as for storage costs until the benefit warranty claims are clarified to the satisfaction of Mondi. In case both the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentbuyer and Coveris.
Appears in 1 contract
Samples: General Conditions of Sale
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor’s negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesProduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the buyer public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy held with MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Samples: Supply and Distribution Agreement (Viragen International Inc)
Warranties and Liability. YOUR ATTENTION IS DRAWN TO THIS CLAUSE, WHICH CONTAINS RESTRICTIONS ON THE USE OF THE GOODS AND LIMITATIONS ON THE COMPANY’S LIABILITY
10.1 The buyer is obliged Company will not supply Goods to examine each delivery immediately upon arrivalany person for incorporation or use in any Safety Critical Product. Any apparent defects The Customer shall not incorporate or use the Goods in any Safety Critical Product. The Customer shall bring this clause to the attention of any person to whom it sells the Goods (including damage in transitwhether as part of any sub assembly of a Safety Critical Product or otherwise), incompleteness . The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising as a result of the goods incorporation or use of any other variances from Goods in Safety Critical Products, including any claim by a third party who suffers loss or damage as a result of such unauthorised use.
10.2 The Company warrants that the confirmation of Goods will on delivery correspond with any written specification for the order have to be notified immediately upon arrival of Goods agreed by the delivery at the destination parties but save as expressly agreed in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that any Order it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not warrant that the Goods will be entitled to reject the goods and Mondi fit for any particular purpose. The Company shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives to the extent that any notice defect in the Goods arises from any of its customers concerning defects in the delivered goodsfollowing:
i. any defect arising from any drawing, design or specification supplied by the Customer. If The Customer shall indemnify the buyer fails to meet this obligation, it shall not have Company from and against all claims and proceedings for or on account of any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods infringement or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, alleged infringement of any third party Intellectual Property Rights as a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment result of the goods’ applicationsuse of such drawings, nor shall Mondi be liable for damages resulting directly designs or indirectly specifications;
ii. any defect arising from instructions or specifications provided by the buyer, improper handlingfair wear and tear, willful damage, negligencefailure to follow the Company's instructions (whether oral or in writing) including as to storage installation or use;
iii. any use or re-use of the Goods after the Goods have been removed from the product in which they were first incorporated;
iv. use of the Goods with incompatible products; or
v. alteration or repair of the Goods. The above warranty does not extend to parts or materials not manufactured by the Company, abnormal working in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer or third party to the Company.
10.3 Subject as expressly provided in this Agreement all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
10.4 Where any valid claim in respect of any of the Goods is notified to the Company in accordance with these conditions, or any alteration the Company shall at its option be entitled to replace the Goods free of charge or, at the Company's sole discretion, refund to the Customer the price of the goods Goods (or a proportionate part of the price), but the Company shall have no further liability to the Customer except for liability for personal injury or death or damage to property caused by the buyer. Mondi shall not be obliged to notify the buyer negligence of the unsuitability of Company its instructions sub-contractors or specifications unless Mondi is aware of such unsuitability. agents up to the limits in clause 10.5.
10.5 Except in respect of death or personal injury caused by Xxxxx’x the Company's negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi Company shall not be liable to the Customer whether in tort, contract or otherwise for consequential losses, damages, costs or expenses, financial loss, any:
i. loss of profits loss of production or interestbusiness interruption (whether direct or otherwise); or
ii. special, penal, indirect or third party claims unforeseeable to Mondi. In consequential loss or damage of any case, nature whatsoever whether or not the entire liability Company has been advised of Mondi under, the possibility of such losses which arise out of or in connection withwith the supply of the Goods or their use or resale by the Customer.
10.6 The liability of the Company under or in connection with this Agreement, whether arising in contract, tort or otherwise howsoever, shall be limited as follows:
i. in the case of liability arising from death or injury to persons caused by the negligence of the Company or its sub- contractors and/or agents, there shall be no limit; ii. in respect of any and all other liability arising out of or in connection with or relating to this Agreement, the contract Company’s aggregate liability for any claims actions demands and costs and expenses in respect thereof or in relation thereto in any calendar year shall be limited in the aggregate price of the Goods supplied by the Company under this Agreement in the year in question.
10.7 The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising from the death or injury of any person and against all loss of or damage to any physical property caused by any default or negligence of the Customer its agents or suppliers (other than the Company) and against all actions, claims, demands and proceedings in respect thereof or in relation thereto, provided that this indemnification shall not exceed apply to the extent that the death or injury to any person or the loss of or damage to any physical property is wholly or partly attributable to any act, default, or negligence of the Company or a third-party other than the Customer’s agents or suppliers.
10.8 The parties agree that the price of the deliveries subject Goods has been based, amongst other things on the provisions of this clause, and that the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these limitations on liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause 10 are fair and reasonable with due regard to the potential loss and damage each party is likely to suffer as a direct result of the other’s default and the Customer’s ability to insure for any of the losses and damages arising, and that furthermore such limits shall continue in force notwithstanding the termination of this Agreement.
10.9 If the Customer has, or may have any claim against the Company as a result of any defect in the Goods or otherwise in connection with this Agreement (whether in contract, tort or otherwise) and the Customer is also entitled to make recovery against any other person in respect of the facts or circumstances by reference to which the Customer has or may have any claim against the Company then the Customer shall promptly and diligently take such action as the Company may request (subject to being properly indemnified against the reasonable costs of taking such action) to pursue such claim in accordance with the Company’s instructions. This clause shall also apply if the Company shall already have settled or paid the Customer in respect of any such claim. The Customer shall account to Mondi’s legal representativesthe Company for all sums recovered by it in relation to such claim, employees and agents. § 933b including costs recovered by it.
10.10 No action may be brought under this Agreement more than one year after the date that the cause of action arose or in the ABGB (Austrian Civil Code) shall not be applicable. Until clarification case of a latent defect, more than one year after the warranty complaint date that the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentdefect first became apparent.
Appears in 1 contract
Samples: Conditions of Sale
Warranties and Liability. The buyer is obliged 6.1 BRE Certification warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from Supplier that the confirmation of the order have to Certification Services will be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, undertaken using reasonable care and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi skill.
6.2 BRE Certification shall have no liability to the Supplier for such defects any loss, damage, costs, expenses or incompleteness. The buyer must immediately notify Mondi if it receives any notice other claims for compensation arising from any material or instructions supplied by the Supplier which are incomplete, incorrect, inaccurate, illegible, out of its customers concerning defects sequence or in the delivered goods. If the buyer fails to meet this obligationwrong form, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification arising from their late arrival or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditionsnon-arrival, or any alteration other fault of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Supplier.
6.3 Except in respect of death or personal injury caused by Xxxxx’x BRE Certification’s negligence, or as expressly provided in these Terms, BRE Certification shall not be liable to the Supplier by reason of any representation, or any implied warranty, condition or other term, or any duty at common law or under statute, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of BRE Certification, its servants or agents or otherwise) which arise out of or in connection with the provision of the Certification Services or their use by the Supplier and the entire liability of BRE Certification under or in connection with the Agreement shall not exceed the amount which has actually been paid by the Supplier to BRE Certification for defective products towards end consumers as defined in the applicable Consumer Protection Law or except provision of the Certification Services
6.4 Except in respect of material death or personal injury, the Supplier will look only to BRE Certification (and not to any individual engaged by BRE Certification, including any directors of BRE Certification) for redress if the Supplier considers that there has been any breach of contract due this Agreement. The Supplier agrees not to Mondi’s willful misconduct pursue any claims in contract, tort (including negligence) or blatantly gross negligencefor breach of statutory duty against any individuals working for and on behalf of BRE Certification in carrying out its obligation under the Agreement at any time, Mondi whether named expressly in the Agreement or not.
6.5 BRE Certification shall use reasonable endeavours to meet the timescales set out in the Agreement and shall not be liable for consequential lossesany losses arising from any delay.
6.6 Certification does not imply or express any warranty of any kind with respect to the Supplier’s product or service, damagesand BRE Certification assumes no responsibility for defects, costs failure in service or expensesinfringement of patents, financial loss, loss trademarks or brands.
6.7 The Supplier agrees to indemnify BRE Certification against any losses suffered by or claims made against BRE Certification as a result of profits or interest, or third party claims unforeseeable to Mondi. In any case, breach by the entire liability of Mondi under, or in connection with, the contract shall not exceed the price Supplier of the deliveries subject Agreement including, but not limited to, misuse by the Supplier of the claim and, if any Certification granted by BRE Certification under this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentAgreement.
Appears in 1 contract
Samples: Certification Agreement
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any complaint because of defects (please see below; ap- parent and hidden defects) can only be made if the value of the defects exceeds 0,5% of the net price of the delivered products. Any apparent defects (including damage in transit), incompleteness incomplete- ness of the goods or any other variances from the confirmation of the order have to be notified immediately (but maximum within 15 days) upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally nor- mally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected de- tected the defect within that period. After one year of the arrival of the products no complaint can be made even in case of a hidden defect. However, because of a defect arising from delamination, cold-seal and sealing properties complaint can only be made with- in half a year of the arrival of the products. Defective Products must be kept available for Mondi’s Mondi‟s inspections for 14 days from the date of the notification and must not be returned re- turned to Mondi early. Upon Xxxxx’x Mondi‟s request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification recti- fication or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applicationsgoods‟ appli- cations, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions instruc- tions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x Mondi‟s negligence, or liability for defective products towards end consumers consum- ers as defined in the applicable Consumer Protection Law or except ex- cept in respect of material breach of contract due to Mondi’s Mondi‟s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries de- liveries subject of the claim and, if this amount is lower, of the actual ac- tual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 6 months from deliverythe production date. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s Mondi‟s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified justi- fied Mondi shall reimburse external expenses to a reasonable extent.
Appears in 1 contract
Samples: General Conditions of Sale
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the PL and consistent with Exhibit C.
a) If the parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Company shall also be held responsible for any 9 of 15 liability the defective merchandise may cause, if and when it is proven that the liability has been derived from manufacturing defect and not from handling or storage conditions by the distributor or third parties.
b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any Products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor’s negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesProduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the buyer public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy held with MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Samples: Distribution Agreement
Warranties and Liability. The buyer 11.1 Mila takes reasonable steps to ensure that the goods shall be free from major defects for a period of one year following delivery (subject to fair wear and tear). Except as set out in specific product literature or catalogues, Mila does not guarantee the decorative finish of the goods.
11.2 If Mila offers a guarantee period in its sales literature in excess of one year it warrants that such goods will be free from material defects in materials and workmanship for such extended guarantee period. However, should the Buyer fail to make payment for the goods as required pursuant to these terms or should any of the events listed in Clause 14.1 happen to the Buyer, the extended guarantee period shall be of no effect and the extended guarantee shall be deemed replaced by the normal warranty as provided at Clause 11.1.
11.3 Any claim by the Buyer which is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage based on any shortage or any defect in transit), incompleteness the quality or condition of the goods or any other variances from their failure to correspond with specification which is visible on inspection shall (whether or not delivery is refused by the confirmation of the order have to Buyer) be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects to Mila within three (including defects surfacing during manufacturing3) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 working days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondidelivery. If delivery is not refused, and the buyer Buyer does not comply with this clause negligently it notify Mila accordingly, the Buyer shall not (subject to Condition 11.4) be entitled to reject the goods and Mondi Mila shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract.
11.4 Any claim relating to defects in materials or incompletenessworkmanship that were not visible on delivery shall only be valid if such claim is made within one year following delivery of the goods (or if longer the guarantee period stated in Mila’s brochure at the time the contract was made) and in any event within 7 days of discovery of the defect. The buyer must immediately notify Mondi if it receives All warranties are subject to the conditions stated in the brochure from time to time. Where fitting and aftercare instructions are provided with the goods, the Buyer shall be required to prove that these have been complied with in order to support any notice from claim. Mila shall have no liability for any claims made following the expiry of such period.
11.5 Where any valid claim in respect of any of its customers concerning defects the goods which is based on any defect in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify quality or condition of the goods or provide faultless substitution. Only if such rectification their failure to meet specification is notified to Mila in accordance with Conditions 11.3 or faultless substitution is impossible 11.4 above, Mila shall be entitled to repair or unacceptable for Mondi replace the goods (or for the buyerpart in question) free of charge or, a price reduction may be granted at Xxxx’s sole discretion, refund to the buyer. Mondi shall not be liable for negligible deviations from Buyer the agreed specifications and/or for only minor impairment price of the goods’ applicationsgoods (or a proportionate part of the price), nor but Mila shall Mondi have no further liability to the Buyer whatsoever.
11.6 For the avoidance of doubt, the remedies set out in Condition 11.5 above represent Xxxx’s entire liability in respect of any defective goods and without limitation to the generality of the foregoing:-
11.6.1 Mila shall be liable for damages resulting directly under no liability in respect of any defect in the goods arising from any drawing, design or indirectly from instructions or specifications provided specification supplied by the buyerBuyer;
11.6.2 Mila shall be under no liability in respect of any defect arising from fair wear and tear, improper handling, willful wilful damage, negligence, abnormal working conditions, failure to follow Xxxx’s instructions (whether oral or any in writing), misuse or alteration or repair of the goods without Xxxx’s approval; and
11.6.3 in no event shall the Buyer be entitled to reject the goods on the basis of any defect or failure which is so slight that it would be unreasonable for him to reject them
11.7 Subject as expressly provided in these conditions, and except where the goods are sold to a person dealing as a consumer (i.e. an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession), all warranties, conditions or other terms implied by statute or common law are excluded to the buyer. Mondi fullest extent permitted by law.
11.8 Except as expressly provided in these condition and subject to Condition 11.9, Mila shall not be obliged have no liability to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x Buyer (whether arising under contract, tort (including negligence), or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct statutory duty or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss otherwise) in excess of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject goods and shall have no liability for any loss of profit, loss opportunity, loss of sales or loss of goodwill, costs, expenses (in each case whether direct or indirect) or for any indirect, special or consequential loss or damage or other claims for compensation whatsoever which arise out of or in connection with the supply of goods or their use or resale by the Buyer.
11.9 Nothing in these terms and conditions shall limit or exclude Xxxx’s liability for death or personal injury, any fraud or for any other liability which it is not permitted to limit or exclude by operation of law.
11.10 The parties agree that in all the circumstances of the claim and, if Contract that the limitations of liability in this amount is lower, Condition 11 are fair and reasonable taking into account the price payable by the Buyer and the relative abilities of the actual insurance coverage of Mondi for parties to insure against the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants potential losses that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentmay arise.
Appears in 1 contract
Samples: Formation of Contract
Warranties and Liability. 9.1 The buyer Company shall repair or, at the Company's option, replace Equipment which is obliged proved to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness the reasonable satisfaction of the goods Company to be damaged or defective due to faulty materials. This obligation shall not apply if the damage or defect arises because the Customer is in breach of any other variances of its obligations in Condition 3. The charges payable for the hire of the Equipment shall be suspended (from the confirmation time of notification to the Company of the order have to be notified immediately upon arrival failure of the delivery at Equipment to the destination time that operation of the Equipment can be resumed) and this shall constitute the entire liability of the Company in writing by specifying these circumstances. For the defectavoidance of doubt, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It suspension of any applicable day rate for the hire of the Equipment shall be assumed that hidden defects are normally detectable within a pro‐rated for the period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date during which operation of the notification and Equipment is suspended, so as not to unjustly enrich the Customer.
9.2 Any defective Equipment must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If Company (at the buyer does not comply with this clause negligently it shall not be entitled to reject Company’s expense) for inspection before the goods and Mondi Company has any liability under Condition 9.1 for any defective Equipment.
9.3 The Company shall have no liability to the Customer under Condition 9.1 if any Charges or monies due in respect of the Equipment have not been paid in full and cleared funds by the due date for such defects payment.
9.4 The Company shall have no liability under Condition 9.1 resulting from or incompleteness. contributed to by the Customer’s continued use of defective Equipment after a defect has become apparent or suspected or should reasonably have become apparent to the Customer.
9.5 The buyer must immediately notify Mondi if it receives Company shall have no liability to the Customer under Condition 9.1 to the extent that the Customer is covered by any notice from policy of insurance arranged as a result of the Contract and the Customer shall ensure that the Customer’s insurers waive any and all rights of its customers concerning defects subrogation they may have against the Company.
9.6 Subject to Condition 9.7 below, the warranties in Condition 9.1 are the delivered goods. If Company's sole obligation and all other conditions, warranties and liabilities whatsoever, whether express or implied, statutory or otherwise, are hereby expressly excluded to the buyer fails fullest extent permitted by law and the Company shall be under no liability whatsoever for any loss or damage of whatsoever kind, howsoever caused or arising, including but without being limited to any direct, indirect or consequential loss or damage, lost profits, loss of use or other economic loss, damages for failure to meet any deadline, redrilling expenses, well control expenses, subsurface damage, wreck or debris removal expenses, loss of hole, reservoir or formation damage or pollution damage.
9.7 Nothing contained in this obligation, it Condition 9 shall not have any claims against Mondi based on be construed so as to exclude or limit the defective goodsliability of the Company for fraudulent misrepresentation, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyernegligence or wilful default of the Company or its servants or agents insofar as the same results in death or personal injury.
9.8 The Customer acknowledges its awareness of the potentially hazardous nature of radioactive sources, a price reduction may be granted and logging sondes containing them and agrees that, without prejudice to the buyer. Mondi generality of this Condition 9, the Company shall not be held liable or responsible for negligible deviations any loss or damage arising from the agreed specifications and/or for only minor impairment usage of sources or tools containing them, including but not limited to the goods’ applications, nor shall Mondi be liable for damages resulting directly well or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditionsborehole, or any alteration damage whatsoever arising from or in any way connected with the use of radioactive materials in the borehole or on the site. The Customer further acknowledges that should a radioactive source be lost in a borehole, the Customer shall be responsible for the arrangement and the cost of its recovery and that special precautions must be taken in any “fishing” operations, so that the container of the goods sources will not be damaged and that the radioactive source if not recovered must be isolated by the buyer. Mondi shall not be obliged to notify Customer by cementing it in place or by other appropriate means and that the buyer Customer must comply with any and all directions of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined relevant competent authority in the applicable Consumer Protection Law territory in which the radioactive source shall have been lost.
9.9 Subject to Condition 9.7, the Company's total liability in contract, tort (including negligence or except in respect of material breach of contract due to Mondi’s willful misconduct statutory duty), misrepresentation, restitution or blatantly gross negligenceotherwise, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or arising in connection with, with the contract shall not exceed the price performance or contemplated performance of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will Contract shall be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject limited to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of Charges paid by the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentCustomer.
Appears in 1 contract
Samples: Equipment Hire Agreement
Warranties and Liability. The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted 17.1 Subject to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any casefollowing provisions, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi Company warrants that goods which have been manufactured by it the Goods and/or Works will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of delivery. This .
17.2 The above warranty is given by the Company subject to the other express conditions set out following conditions:
(a) the Company shall be under no liability in these general conditions respect of sale. The any defect in the Goods and/or Works arising from any drawing, design or specification supplied by the Purchaser;
(b) the Company shall be under no liability limitations as set out whatsoever in this clause shall also apply respect of any defect arising from the failure to Mondiinstall, operate or maintain the Goods and/or Works in accordance with the Company’s legal representativesinstructions (whether oral or in writing), employees fair wear and agents. § 933b tear, wilful damage, negligence, abnormal working conditions, misuse or alteration or repair of the ABGB Goods and/or Works without the Company's approval;
(Austrian Civil Codec) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Price for the Goods and/or Works has not been paid in full by the due date for payment;
(d) the above warranty does not extend to parts, materials or equipment not manufactured by the Company, in respect of which the Purchaser shall only be entitled to the benefit of any J&E Hall Standard Terms and Conditions of Sale / Issue 2 / revised on 4.5.2017 such warranty or guarantee as is given by the manufacturer to the Company.
17.3 A claim by the Purchaser which is based on any defect in the quality or condition of the Goods and/or Works or their failure to correspond with specification shall (whether or not delivery is refused by the Purchaser) be notified to the Company within seven 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 the Purchaser does not notify the Company accordingly, the Purchaser shall not be applicable. Until clarification entitled to reject the Goods and/or Works and the Company shall have no liability for such defect or failure, and the Purchaser shall be bound to pay the Price as if the Goods and/or Works had been delivered in accordance with the Contract.
17.4 Where a valid claim in respect of the warranty complaint Goods or the buyer shall provide for appropriate storage and for insurance Works which is based on a defect in the quality or condition of the Goods or the Works or the failure of either to meet specification is notified to the Company in accordance with these Terms, the Company may replace the Goods (or the part in question) free of charge or repeat the Works or, at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit Company's sole discretion, refund to the Purchaser the Price (or a proportionate part of Mondi. In the Price), in which case the claim turns Company shall have no further liability to the Purchaser.
17.5 Except in respect of death or personal injury caused by the Company's negligence, the Company shall not be liable to the Purchaser 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 Company, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or the Works (including any delay in supplying or any failure to supply the Goods or the Works in accordance with the Contract or at all) or the use of the Goods or resale by the Purchaser, and the entire liability of the Company under or in connection with the Contract shall not exceed the Contract Price, except as expressly provided in these Terms.
17.6 The Company shall not be liable to the Purchaser or be deemed to be justified Mondi in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Company's obligations in relation to the Goods or the Works, if the delay or failure was due to any cause beyond the Company's reasonable control. Without limiting the foregoing, the following shall reimburse external expenses to be regarded as causes beyond the Company's reasonable control: Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Company or of a reasonable extentthird party);difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery.
Appears in 1 contract
Samples: Sales Contracts
Warranties and Liability. The buyer is obliged 8.1 Subject to examine each delivery immediately upon arrival. Any apparent defects (including damage payment in transit), incompleteness full of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi Price Miroad Rubber warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and Goods will be free from defects in material and workmanship at the time of delivery.
8.2 Nothing in these Conditions shall be construed as limiting the parties’ liability for death or personal injury due to either party’s negligence.
8.3 Subject to clause 8.2, 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 Customer based on the quality of or a period defect in the Goods or their failure to correspond with specification must be notified to Miroad Rubber in writing within 3 days from the date of 12 months from delivery. This warranty Any aesthetic defect will only be considered to be a defect if it is given subject to visible when viewed from a normal standing position. If delivery is not refused and the other express conditions set out Customer does not notify Miroad Rubber of defects in these general conditions of sale. The liability limitations as set out in accordance with this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of 8.4 the ABGB (Austrian Civil Code) Customer shall not be applicable. Until clarification entitled to reject the Goods.
8.5 Subject to clause 8.2, Miroad Rubber shall have no liability to the Customer for a defect in the Goods which is apparent from inspection (including but not limited to size, colour, flashing patterns or texture) if the Goods have been cut processed installed or otherwise altered from the condition in which they were delivered.
8.6 Where a valid claim in respect of the warranty complaint the buyer Goods is notified to Miroad Rubber in accordance with these Conditions Miroad Rubber shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as be given adequate facilities for the benefit inspection and testing of Mondi. In the Goods and shall be entitled to replace the Goods in question or refund the Price to the Customer, and Miroad Rubber shall have no further liability to the Customer except as provided for in clause 8.2.
8.7 Subject to clause 8.2, Miroad Rubber shall not be liable to the Customer for:
a. loss of profit;
b. loss of business; or
c. loss of goodwill in each case whether direct or indirect, or any claim for consequential loss howsoever caused that arises out of or in connection with the claim turns out Contract.
8.8 Miroad Rubber shall not be liable to be justified Mondi the Customer for any failure or delay in performing Miroad Rubber’s obligations under the Contract if the delay or failure was due to an event of Force Majeure.
8.9 Subject to clause 8.2, Miroad Rubber’s total liability to the Customer shall reimburse external expenses to a reasonable extentnot exceed the Price.
Appears in 1 contract
Samples: Terms and Conditions of Sale
Warranties and Liability. 10.5.1 The buyer is obliged Company warrants to examine each delivery immediately upon arrival. Any apparent defects (including damage the Distributor that the Product delivered hereunder shall comply with the specification set forth in transit), incompleteness the Product License and consistent with Exhibit C.
a) If the Parties agree that a certain lot of the goods Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the freight back, with a new lot of the Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product.
b) If the Parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the Parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is appointed by the International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the Parties hereto. All expenses related to such appraisal shall be borne by the Party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the extent expressly stated herein. Neither the Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be held liable for any lost profits or any other variances incidental or consequential damages in connection with any claims arising out of or related to any products supplied by the Company to the Distributor.
10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the confirmation Distributor’s negligent act or omission in the marketing, selling or distribution of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancesProduct.
10.5.3 The Distributor has, and quoting shall at all times during the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within term of this Agreement and for a period of sixty days after arrival unless two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the buyer public (including without limitation product liability). The License Agreement Pentafarma Date 11-17-03 Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is able to prove sufficient.
10.5.4 The Company represents that it could not have reasonably detected will add the defect Distributor as a Named Insured on its current International Liability Insurance Policy within that period. Defective Products must be kept available for Mondi’s inspections for 14 30 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens execution of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentagreement.
Appears in 1 contract
Warranties and Liability. The buyer is obliged 8.1 Flavour Products bv warrants that it has, or will at the time of sale have, title to examine each delivery immediately upon arrival. Any apparent defects (sell the Goods to Customer and that the Goods sold to Customer will be in conformity with the Specifications at the time of delivery.
8.2 Unless otherwise agreed in writing or defined herein, Flavour Products bv does not make and hereby expressly disclaims all other express or implied representations or warranties, including damage but not limited to non-infringement, remainder in transit)effect, incompleteness merchantability, accuracy, title, enforceability, fitness for a particular purpose of the goods Goods or conformity to any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defectlaw, incompleteness regulation or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. standard.
8.3 If the buyer does Goods are not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond conformity with the agreed specification Specifications at the time of delivery Customer has at its choice the following remedies which are the sole and exclusive remedies available to Customer:
a) replacement of the (part of the) delivered Goods concerned by Flavour Products bv; or
b) reimbursement of the price of (part of) the delivered Goods by Flavour Products bv.
8.4 Flavour Products bv's cumulative liability in connection with or arising out of the Agreement or these Terms however caused and whether arising under statutory law, contract, negligence, duty to undo or any other theory of liability, will in no event exceed the lesser of (a) the sum of the purchase price paid by Customer to Flavour Products bv for the batch of the Goods in respect of which such liability arises or (b) the amount of EURO 50.000.
8.5 Neither Party shall be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject liable to the other express conditions Party for any incidental, consequential, special, indirect or exemplary damages arising from or in connection with the Agreement, including lost profits or costs of cover, loss of use, product recall costs, business interruption or the like.
8.6 Customer must notify Flavour Products bv of any claim within two months after the loss causing event, failing which all claims are deemed to be waived.
8.7 The limitations of liability set out forth in these general conditions of sale. The liability limitations as set out in this clause shall also Terms apply to Mondithe maximum extent permitted under applicable law and regulations. Nothing in these Terms will limit either Party’s legal representatives, employees and agents. § 933b of liability in a manner that would be unenforceable or void as against public policy in the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentrelevant jurisdiction.
Appears in 1 contract
Samples: General Terms of Sale
Warranties and Liability. The buyer is obliged to examine each delivery Delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of the goods or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery Delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi earlyearlier. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material a breach of contract Contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, losses or damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract Contract shall not exceed the price of the deliveries Deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery Delivery and will be free from defects in material and workmanship for a period of 12 months from deliveryDelivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extent.
Appears in 1 contract
Samples: General Terms and Conditions of Sale
Warranties and Liability. The buyer is obliged to examine each delivery Delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness incom- pleteness of the goods or any other variances from the confirmation confirma- tion of the order have to be notified immediately upon arrival of the delivery Delivery at the destination in writing by specifying the defect, incompleteness in- completeness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturingmanufactur- ing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period peri- od of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned re- turned to Mondi earlyearlier. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification recti- fication or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applicationsappli- cations, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions instruc- tions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers consum- ers as defined in the applicable Consumer Protection Law or except ex- cept in respect of material a breach of contract Contract due to Mondi’s Xxxxx’x willful misconduct mis- conduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, losses or damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection con- nection with, the contract Contract shall not exceed the price of the deliveries Deliver- ies subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer buy- er is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery Delivery and will be free from defects in material and workmanship for a period of 12 months from deliveryDelivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § Section 933b of the ABGB (Austrian Civil Code) shall not be applicableappli- cable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the warranty claim turns out to be justified justified, Mondi shall reimburse external expenses to a reasonable reason- able extent.
Appears in 1 contract
Samples: General Conditions of Sale
Warranties and Liability. 7.1 In addition to other warranties provided for in this Agreement, SYNCO warrants that:
(a) SYNCO has and will maintain all permits under Dutch legislation in order to manufacture rhPTH;
(b) The buyer Material, when received, will be stored in accordance with the relevant Specifications, U.S. cGMP and European GMP;
(c) rhPTH produced by SYNCO under this Agreement will comply with the Specifications and Regulatory Standards, it will be GMP Grade, will have been manufactured, packed, stored and delivered in compliance with this Agreement and applicable laws, orders and regulations, including U.S. cGMP and European GMP, and that the Plant, equipment and personnel used to produce rhPTH will be at all times qualified to manufacture GMP Grade rhPTH;
(d) For the term of this Agreement, the Plant will be operated and maintained in accordance with all applicable laws, rules, orders and regulations, including U.S. cGMP and European GMP;
(e) SYNCO agrees that it will not carry on activities in the Plant that could reasonably prevent rhPTH from being manufactured, packed and stored in accordance with applicable laws, rules and regulations, including U.S. cGMP and European GMP;
(f) The manufacturing, release and delivery of GMP Grade rhPTH for each Campaign shall be done according to the schedule in Appendix D, unless otherwise agreed to by the Parties. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SYNCO MAKES NO WARRANTIES EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AND SYNCO SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY CASE OF NONCONFORMITY. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM ANY ALLEGED OR ACTUAL BREACH OF THIS AGREEMENT.
7.2 SYNCO shall promptly replace, free of charge, any quantity of rhPTH which is obliged to examine each delivery immediately not GMP Grade provided NPS notifies SYNCO in writing upon arrival. Any apparent defects (including damage in transit), incompleteness discovery of the goods defect or any other variances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are normally detectable non-conformity within a period of sixty (60) days after arrival unless receipt of all documentation and information from SYNCO by NPS pursuant to Article 6.5 and Article 6.6, and provided NPS allows SYNCO to evaluate the buyer claim and to test the said quantity of rhPTH within a reasonable period of time, not to exceed sixty (60) days. For rhPTH which is able determined not to prove that it could be GMP Grade (either by agreement of the parties or by an independent qualified expert pursuant to Article 7.3), such rhPTH shall be replaced during the current or next Campaign, and in no event later than the Campaign in 2004, with GMP Grade rhPTH. If such rhPTH is not have reasonably detected the defect replaced with GMP Grade rhPTH as provided for in this paragraph, NPS shall receive a full refund for any payment made for such rhPTH pursuant to Article 8.1. (Refund shall be paid by SYNCO within that period. Defective Products must be kept available for Mondi’s inspections for 14 thirty (30) days from of the date of an invoice from NPS.)
7.3 If the notification Parties disagree as to whether or not the said quantity of rhPTH is GMP Grade, then a qualified independent party, acceptable to both parties, will determine if the quantity of rhPTH is GMP Grade. The resulting determination will be final and must not be returned to Mondi earlybinding on SYNCO and NPS. Upon Xxxxx’x request, specimens SYNCO will bear the cost of the goods found faulty must be sent back to Mondithird party evaluation if the testing demonstrates that the rhPTH is not GMP Grade. If the buyer rhPTH is determined to be GMP Grade, then NPS shall bear all costs of the third party evaluation.
7.4 NPS will indemnify and hold SYNCO and its Affiliated Companies harmless from and against any and all losses, claims, damages or liabilities (including but not limited to reasonable attorney's fees), arising from (a) any use, including clinical trials, or sale by NPS or any third party of any rhPTH supplied by SYNCO hereunder; (b) any allegation by any third party of infringement of its intellectual property rights by reason of the manufacture, use or sale of rhPTH by SYNCO, NPS or any third party; (c) breach by NPS of its representations, warranties or covenants under this Agreement; or (d) any negligence or intentional wrongdoing of NPS. However, NPS shall not indemnify SYNCO for such losses, claims, damages or liabilities that are due to the negligent or reckless activities or omissions of SYNCO, its officers, employees or agents, or as a result of, in respect of, or arising out of any breach of any representation, warranty or guarantee of SYNCO in connection with this Agreement.
7.5 If any claim is made for which a Party may seek indemnification from the other, the Party seeking indemnity shall promptly notify the other Party of the nature and basis of such claims and amounts thereof, to the extent known. In the event any action, suit or proceeding is brought against a Party with respect to which the other Party may have liability hereunder, the other Party may, at its option and at its own expense, elect to assume the defence of any such action, suit or proceeding itself, and if it does not comply with this clause negligently so elect, the Party having the action, suit or proceeding brought against it will assume the defence thereof. Neither Party shall make any settlement of claims without the written consent of the other party, which consent shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by Xxxxx’x negligence, or liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be justified Mondi shall reimburse external expenses to a reasonable extentunreasonably withheld.
Appears in 1 contract
Warranties and Liability. The buyer is obliged Elevon warrants to examine each delivery immediately upon arrival. Any apparent defects the Master Distributor that: it owns or has the legal and valid right to use the Software (including damage in transitwithout limitation the Software Materials), incompleteness it has all proper right and authority to enter into this Agreement and grant the Master Distributor the rights granted hereunder, the Software, when delivered to the Master Distributor, shall provide, if properly used by the Master Distributor and Licensees, the facilities and functions described in the Product Description and the Software Documentation; and the Software does not infringe or misappropriate the proprietary rights of any third party. The Master Distributor acknowledges that the goods or any other variances from the confirmation Software is of the order such complexity that it may have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, incompleteness or other variancescertain defects when delivered, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed Master Distributor agrees that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the defect within that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of the notification and must not be returned to Mondi early. Upon Xxxxx’x request, specimens of the goods found faulty must be sent back to Mondi. If the buyer does not comply with this clause negligently it shall not be entitled to reject the goods and Mondi shall have no liability for such defects or incompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a price reduction may be granted to the buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the goods’ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the buyer, improper handling, willful damage, negligence, abnormal working conditions, or any alteration of the goods by the buyer. Mondi shall not be obliged to notify the buyer of the unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of such defects Elevon's sole liability and save as provided in Clause 22 the Master Distributor's sole remedy in respect of any breach of the warranty shall be for Elevon to provide corrections of documented program errors in accordance with Clause 8.2. If Elevon fails (other than through the act or default of the Master Distributor) within a reasonable time to correct non-conforming Software as aforesaid its liability therefor shall be limited to a sum equal to the total Royalties received by Elevon from the Master Distributor in any one Year pursuant to this Agreement. The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law. Notwithstanding anything else contained in this Agreement but subject to Clause 23.4, neither Party shall be liable to the other for loss of profits, goodwill, business or anticipated savings or for any indirect or consequential loss or damage whatsoever even if such Party shall have been advised of the possibility thereof and whether arising from negligence, breach of contract or howsoever. Notwithstanding anything else contained in this Agreement, each Party's aggregate liability under this Agreement shall be limited to a sum equal to the total Royalties received by Elevon from the Master Distributor in any one Year pursuant to this Agreement provided that this Clause 23.3 shall not limit the liability of either Party to indemnify the other under Clause 22. Neither Party excludes liability for death or personal injury caused by Xxxxx’x its negligence, or for any other form of liability for defective products towards end consumers as defined in the applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall which cannot be excluded or restricted by law. Neither Party shall be liable for consequential losses, damages, costs or expenses, financial loss, loss of profits or interest, or third party claims unforeseeable to Mondi. In any case, the entire liability of Mondi under, or in connection with, the contract shall not exceed the price of the deliveries subject of the claim and, if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these general conditions Party for, any delay or non-performance of saleits obligations under this Agreement to the extent that its performance is interrupted or prevented by Force Majeure. The liability limitations as set out in Such delay or failure shall not constitute a breach of this clause Agreement and to the extent that the affected Party's obligations are suspended by Force Majeure the corresponding obligations of the other Party shall also apply be suspended and the time for performance shall be extended by a period equivalent to Mondi’s legal representativesthat during which performance is so prevented provided that if such delay or failure persists for 90 days or more, employees the Party not affected may, at its option and agents. § 933b of the ABGB (Austrian Civil Code) shall not be applicable. Until clarification of the warranty complaint the buyer shall provide if it is reasonable for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out it to be justified Mondi shall reimburse external expenses to a reasonable extentdo so, terminate this Agreement by giving 14 days written notice.
Appears in 1 contract
