Common use of Warranties and Liability Clause in Contracts

Warranties and Liability. 7.1 The Provider warrants to the Council that the Goods will be: 7.1.1 be of sound materials and first class workmanship; 7.1.2 be equal in all respects to the samples, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purpose; 7.1.4 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); 7.1.5 be free from defects in design, material and workmanship; and 7.1.6 will comply with all statutory requirements and regulations relating to the sale of the Goods. 7.2 The Provider warrants to the Council that the Services will be performed by appropriately trained and qualified personnel, with due care and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 all loss, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work in accordance with the terms of this Purchase Order. 7.4 The Provider having given the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Council acting reasonably. 7.5 Without prejudice to any other remedy, if any of the Goods and/or Services are not supplied or performed in accordance with the Contract, then the Buyer shall be entitled: 7.5.1 to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 7 days; or 7.5.2 at the Council’s sole option and whether or not the Council has previously required the Provider to repair the Goods or to supply any replacement Goods and/or Services, to treat the Contract as discharged by the Provider’s breach and require repayment of any part of the Price which has been paid.

Warranties and Liability. 7.1 10.1. The Provider Supplier warrants to the Council that Client that: 10.1.1. the Goods and Services will be: 7.1.1 be of sound materials and first class workmanship; 7.1.2 be equal in all respects to the samples, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purpose; 7.1.4 be of satisfactory quality (within and fit for any purpose held out by the meaning of Supplier or made known to the Sale of Goods Act 1979)Supplier at or before the time the Order is placed or otherwise agreed by the Parties in writing; 7.1.5 10.1.2. the Goods and Services will be free from defects in design, material and workmanship; and; 7.1.6 10.1.3. the Goods and Services will correspond with the Order, these Terms and any relevant Specification or sample; 10.1.4. throughout the Warranty Period, the Goods and Services shall be free from any liens or encumbrances on title whatsoever; 10.1.5. the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements and regulations relating to the sale of or supply thereof; 10.1.6. all information supplied by the Goods. 7.2 The Provider warrants Supplier to the Council that Client in connection with or related to the Goods and Services or otherwise pursuant or related to the Agreement shall be and remain true, accurate and complete; and 10.1.7. the Services will be performed by appropriately qualified and trained and qualified personnel, with due skill, care and diligence, diligence in accordance with best industry practice and to such high standard of quality as it is reasonable for the standards which would reasonably be expected Client to expect from a skilled competent and experienced provider engaged supplier or in all the provision of services similar to the Services under the same or similar circumstances. 7.3 10.1.8. the Supplier shall have a system for collecting data on Greenhouse Gas (GHG) emissions and shall make it available upon request. 10.2. The Provider will Supplier guarantees safe work, fire and environmental protection and occupational hygiene, and also undertakes not to violate the working conditions of third persons, including but not limited to the Client’s employees and other persons. The Supplier is fully responsible for compliance with all legal acts regulating occupational safety, health safety, fire safety, environmental protection, public order, sanitary and hygiene standards, etc. If the Supplier fails to properly perform any of the obligations provided for in this clause, the Supplier shall pay the penalties specified in the Agreement (if any) and indemnify the Council in full against the following: 7.3.1 all loss, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising damages caused to the CouncilClient, its property and / or for which Third Parties. The Parties agree that the Council may Client shall in no event be liable to third parties due to defective workmanship for any obligations, claims and expenses that may arise from the Supplier's obligations under this Clause or unsound quality any failure / improper performance thereof, as well as from injury or death of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death persons employed or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained hired by the Council for which Supplier or its subcontractors, during the Council may be liable, as a result of the failure of the Provider work or at any other time related to supply the materials or perform the work in accordance with the terms of this Purchase Orderprogress. 7.4 The Provider having given the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Council acting reasonably. 7.5 10.3. Without prejudice to limiting any other remedy, if any of the Goods and/or or Services are not supplied or performed in accordance with the ContractAgreement including the warranties in clause 10.1., then then, notwithstanding any prior acceptance thereof by the Buyer Client, the Client shall be entitled: 7.5.1 10.3.1. to require the Provider Supplier to repair the such Goods or to supply replacement Goods and/or or Services in compliance accordance with the Contract Agreement at the Supplier’s cost within 7 days(seven) days of being requested to do so by the Client (in which case, such repaired Goods or replacement Goods or Services shall be subject to the warranties referred to in clause 10.1.) or the Client shall be entitled to return such Goods to the Supplier at the Supplier’s cost, in which case, the Supplier shall, within 7 (seven) days of receipt of such returned Goods, repay to the Client the Price paid by the Client for such Goods and the costs incurred by the Client in returning such Goods to the Supplier in such amount as the Client shall advise the Supplier; or 7.5.2 10.3.2. at the CouncilClient’s sole option option, and whether or not the Council Client has previously required the Provider Supplier to repair the Goods or to supply any replacement Goods and/or or Services, to treat the Contract Agreement as discharged by the ProviderSupplier’s breach and require the repayment of any part of the Price which has been paid. 10.4. The Supplier shall indemnify the Client 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 Client as a result of or in connection with: 10.4.1. any breach of any warranty given by the Supplier in relation to the Goods or the Services; 10.4.2. any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trademark 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 Client; 10.4.3. any act or omission (including any breach, negligence, failure or delay) of the Supplier or its employees, agents or sub-contractors in connection with the Goods and Services or the performance of the Supplier’s obligations under the Agreement; 10.4.4. any accident caused by or involving the Supplier; and 10.4.5. any persons employed or engaged by the Supplier or its agents or sub-contractors in connection with the Agreement. 10.5. The Parties shall be released from their liability for partial or full non-fulfilment of their liabilities hereunder, if such failure is due to any force majeure circumstances (for example: acts of God, hostilities, acts and actions of legislative and executive authorities and other similar circumstances) impeding fulfilment by the Parties hereto of their obligations hereunder, which the Parties did not foresee and could not foresee on the date of conclusion of the Agreement. The Parties agree that plague, epidemics, pandemics, infectious disease outbreaks or any other public health crisis, including quarantine or other restrictions on the employees of the Parties, their suppliers and customers, on the activities of the Parties, their suppliers and customers, including statutory restrictions (except where the law directly suspends the activities of the Parties or restricts them in such a way that the Parties are unable to take action necessary to fulfil their obligations under this Agreement), shall not be considered as force majeure impeding fulfilment of obligations under this Agreement. In the circumstances referred to in this paragraph, the Parties agree that, in the event of an obligation under the Agreement to provide originals of at least one of the documents provided for in the Agreement, the provision of scanned copies of such relevant documents shall be deemed appropriate. However, if the circumstances referred to in this paragraph physically impede and / or restrict possibility of providing services (restrictions on crossing borders, employees‘ shortages due to disease outbreak or compulsory isolation / quarantine of workers, etc.), such circumstances would be considered as force majeure circumstances, relieving the Supplier from liability of failure to perform contractual obligations.

Warranties and Liability. 7.1 10.1. The Provider Supplier warrants to the Council that Client that: 10.1.1. the Goods and Services will be: 7.1.1 be of sound materials and first class workmanship; 7.1.2 be equal in all respects to the samples, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purpose; 7.1.4 be of satisfactory quality (within and fit for any purpose held out by the meaning of Supplier or made known to the Sale of Goods Act 1979)Supplier at or before the time the Order is placed or otherwise agreed by the Parties in writing; 7.1.5 10.1.2. the Goods and Services will be free from defects in design, material and workmanship; and; 7.1.6 10.1.3. the Goods and Services will correspond with the Order, these Terms and any relevant Specification or sample; 10.1.4. throughout the Warranty Period, the Goods and Services shall be free from any liens or encumbrances on title whatsoever; 10.1.5. the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements and regulations relating to the sale of or supply thereof; 10.1.6. all information supplied by the Goods. 7.2 The Provider warrants Supplier to the Council that Client in connection with or related to the Goods and Services or otherwise pursuant or related to the Agreement shall be and remain true, accurate and complete; and 10.1.7. the Services will be performed by appropriately qualified and trained and qualified personnel, with due skill, care and diligence, diligence in accordance with best industry practice and to such high standard of quality as it is reasonable for the standards which would reasonably be expected Client to expect from a skilled competent and experienced provider engaged supplier or in all the provision of services similar to the Services under the same or similar circumstances. 7.3 10.2. The Provider will Supplier guarantees safe work, fire and environmental protection and occupational hygiene, and also undertakes not to violate the working conditions of third persons, including but not limited to the Client’s employees and other persons. The Supplier is fully responsible for compliance with all legal acts regulating occupational safety, health safety, fire safety, environmental protection, public order, sanitary and hygiene standards, etc. If the Supplier fails to properly perform any of the obligations provided for in this clause, the Supplier shall pay the penalties specified in the Agreement (if any) and indemnify the Council in full against the following: 7.3.1 all loss, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising damages caused to the CouncilClient, its property and / or for which Third Parties. The Parties agree that the Council may Client shall in no event be liable to third parties due to defective workmanship for any obligations, claims and expenses that may arise from the Supplier's obligations under this Clause or unsound quality any failure / improper performance thereof, as well as from injury or death of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death persons employed or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained hired by the Council for which Supplier or its subcontractors, during the Council may be liable, as a result of the failure of the Provider work or at any other time related to supply the materials or perform the work in accordance with the terms of this Purchase Orderprogress. 7.4 The Provider having given the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Council acting reasonably. 7.5 10.3. Without prejudice to limiting any other remedy, if any of the Goods and/or or Services are not supplied or performed in accordance with the ContractAgreement including the warranties in clause 10.1., then then, notwithstanding any prior acceptance thereof by the Buyer Client, the Client shall be entitled: 7.5.1 10.3.1. to require the Provider Supplier to repair the such Goods or to supply replacement Goods and/or or Services in compliance accordance with the Contract Agreement at the Supplier’s cost within 7 days(seven) days of being requested to do so by the Client (in which case, such repaired Goods or replacement Goods or Services shall be subject to the warranties referred to in clause 10.1.) or the Client shall be entitled to return such Goods to the Supplier at the Supplier’s cost, in which case, the Supplier shall, within 7 (seven) days of receipt of such returned Goods, repay to the Client the Price paid by the Client for such Goods and the costs incurred by the Client in returning such Goods to the Supplier in such amount as the Client shall advise the Supplier; or 7.5.2 10.3.2. at the CouncilClient’s sole option option, and whether or not the Council Client has previously required the Provider Supplier to repair the Goods or to supply any replacement Goods and/or or Services, to treat the Contract Agreement as discharged by the ProviderSupplier’s breach and require the repayment of any part of the Price which has been paid. 10.4. The Supplier shall indemnify the Client 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 Client as a result of or in connection with: 10.4.1. any breach of any warranty given by the Supplier in relation to the Goods or the Services; 10.4.2. any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trademark 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 Client; 10.4.3. any act or omission (including any breach, negligence, failure or delay) of the Supplier or its employees, agents or sub-contractors in connection with the Goods and Services or the performance of the Supplier’s obligations under the Agreement; 10.4.4. any accident caused by or involving the Supplier; and 10.4.5. any persons employed or engaged by the Supplier or its agents or sub-contractors in connection with the Agreement. 10.5. The Parties shall be released from their liability for partial or full non-fulfilment of their liabilities hereunder, if such failure is due to any force majeure circumstances (for example: acts of God, hostilities, acts and actions of legislative and executive authorities and other similar circumstances) impeding fulfilment by the Parties hereto of their obligations hereunder, which the Parties did not foresee and could not foresee on the date of conclusion of the Agreement. The Parties agree that plague, epidemics, pandemics, infectious disease outbreaks or any other public health crisis, including quarantine or other restrictions on the employees of the Parties, their suppliers and customers, on the activities of the Parties, their suppliers and customers, including statutory restrictions (except where the law directly suspends the activities of the Parties or restricts them in such a way that the Parties are unable to take action necessary to fulfil their obligations under this Agreement), shall not be considered as force majeure impeding fulfilment of obligations under this Agreement. In the circumstances referred to in this paragraph, the Parties agree that, in the event of an obligation under the Agreement to provide originals of at least one of the documents provided for in the Agreement, the provision of scanned copies of such relevant documents shall be deemed appropriate. However, if the circumstances referred to in this paragraph physically impede and / or restrict possibility of providing services (restrictions on crossing borders, employees‘ shortages due to disease outbreak or compulsory isolation / quarantine of workers, etc.), such circumstances would be considered as force majeure circumstances, relieving the Supplier from liability of failure to perform contractual obligations.

Warranties and Liability. 7.1 13.1 The Provider Contractor warrants to the Council Principal that the Goods will beand/or Services and any deliverables supplied as part of the Services will: 7.1.1 13.1.1 be of sound materials satisfactory quality and first class workmanship; 7.1.2 be equal in all respects fit for any purpose held out by the Contractor or made known to the samplesContractor, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purposebefore the Contract was entered into; 7.1.4 13.1.2 be performed with best care, skill and in accordance with best practice of satisfactory Contractor’s industry by a sufficient number of appropriately qualified and trained personnel using the best quality (within the meaning of the Sale of Goods Act 1979)materials and techniques; 7.1.5 13.1.3 be free from all defects in design, material and workmanship; and; 7.1.6 will 13.1.4 correspond with their description and any relevant Specification or sample; 13.1.5 comply with all statutory requirements and regulations relating in relation to the manufacture, labelling, packaging, storage, handling, delivery and sale of the GoodsGoods and the performance of the Services and the Contractor warrants that it has all relevant licences, consents and permits for the same; 13.1.6 meet the current technical standards and, where applicable, the generally recognised standards in plant safety, occupational medicine and hygiene; 13.1.7 if the Goods constitute machines, equipment or plant, meet the special safety requirements applicable to machinery, equipment and plant at the time of delivery, and shall be CE marked; and 13.1.8 not be supplied or performed in a manner which may cause the Principal to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business. 7.2 13.2 The Provider warrants to Contractor shall ensure that all materials contained in the Council that Goods and any deliverables supplied as part of the Services will be performed by appropriately trained and qualified personnelhave effectively been pre-registered, with due care and diligenceregistered (or exempt from the obligation to register) and, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 all lossif relevant, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work authorised in accordance with the terms applicable requirements of this Purchase OrderREACH for the uses disclosed by the Principal. If the Goods or any deliverables supplied as part of the Services are classified as an article according to Article 7 of REACH the preceding sentence shall also apply to substances released from the same. 7.4 13.3 The Provider having given Contractor shall forthwith notify the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision Principal if a component of the Goods and/or or any deliverables supplied as part of the Services such insurance to be with reputable insurers acceptable contains a substance in a concentration exceeding 0.1 mass per cent (W/W) if this substance fulfils the criteria of Article 57 and 59 of REACH (so-called substances of very high concern). This clause 13.3 shall also apply to the Council acting reasonablypackaging materials used for the packaging of the Goods or and any deliverables supplied as part of the Services. 7.5 13.4 Without prejudice to any other remedy, if any of the Goods and/or Services are not supplied or performed in accordance with the Contract, then the Buyer shall Principal shall, at its discretion, be entitled: 7.5.1 13.4.1 to require the Provider Contractor, at the Contractor’s expense, to make good any non-compliance with the Contract and repair the Goods and/or deliverables supplied as part of the Services or to supply replacement Goods and/or Services in compliance accordance with the Contract within 7 days, where such non-compliance with the Contract arises within 30 months from the actual date of delivery of the Goods or performance of the Services, whichever is latest. If the Contractor fails to remedy any such defects or non-compliance when instructed to do so, or if the Principal chooses not to instruct the Contractor to do so, the Principal may procure that the defects or non-compliance are remedied by other means and the Contractor shall indemnify the Principal (and keep it indemnified) in full against any costs incurred by the Principal in so doing; orand 7.5.2 at the Council’s sole option and 13.4.2 whether or not the Council Principal has previously required the Provider Contractor to repair the Goods and/or deliverables supplied as part of the Services or to supply any replacement refund Goods and/or Services, to treat the Contract as discharged by the ProviderContractor’s breach and require repayment the replacement of any part of the Price which has been paid. 13.5 The Contractor shall indemnify the Principal (and keep the Principal indemnified) in full against all liability, loss, damages, claims, costs and expenses (including legal expenses) awarded against, incurred or paid by the Principal as a result of or in connection with: 13.5.1 any breach of any warranty given by the Contractor in relation to the Goods and/or the Services; 13.5.2 any claim that the Goods, Services or any deliverables supplied as part of the Services infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights or any other person, 13.5.3 any liability under the Consumer Protection Act 1987 in respect of the Goods or any deliverables supplied as part of the Services; 13.5.4 any act or omission of the Contractor or its employees, agents or sub-contractors in supplying, delivering and installing the Goods and/or performing the Services; and 13.5.5 any claim made by a third party for death, personal injury or damage to property arising out of, or in connection with defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Contractor, its employees, agents or sub- contractors.

Warranties and Liability. 7.1 12.1 The Provider Contractor warrants to the Council Principal that the Goods will beand/or Services and any deliverables supplied as part of the Services will: 7.1.1 12.1.1 be of sound materials satisfactory quality and first class workmanship; 7.1.2 be equal in all respects fit for any purpose held out by the Contractor or made known to the samplesContractor, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purposebefore the Contract was entered into; 7.1.4 12.1.2 be performed with best care, skill and in accordance with best practice of satisfactory Contractor’s industry by a sufficient number of appropriately qualified and trained personnel using the best quality (within the meaning of the Sale of Goods Act 1979)materials and techniques; 7.1.5 12.1.3 be free from all defects in design, material and workmanship; and; 7.1.6 will 12.1.4 correspond with their description and any relevant Specification or sample; 12.1.5 comply with all statutory requirements and regulations relating in relation to the manufacture, labelling, packaging, storage, handling, delivery and sale of the GoodsGoods and the performance of the Services and the Contractor warrants that it has all relevant licences, consents and permits for the same; 12.1.6 meet the current technical standards and, where applicable, the generally recognised standards in plant safety, occupational medicine and hygiene; 12.1.7 if the Goods constitute machines, equipment or plant, meet the special safety requirements applicable to machinery, equipment and plant at the time of delivery, and shall be CE marked; and 12.1.8 not be supplied or performed in a manner which may cause the Principal to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business. 7.2 12.2 The Provider warrants to Contractor shall ensure that all materials contained in the Council that Goods and any deliverables supplied as part of the Services will be performed by appropriately trained and qualified personnelhave effectively been pre-registered, with due care and diligenceregistered (or exempt from the obligation to register) and, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 all lossif relevant, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work authorised in accordance with the terms applicable requirements of this Purchase OrderREACH for the uses disclosed by the Principal. If the Goods or any deliverables supplied as part of the Services are classified as an article according to Article 7 of REACH the preceding sentence shall also apply to substances released from the same. 7.4 12.3 The Provider having given Contractor shall forthwith notify the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision Principal if a component of the Goods and/or or any deliverables supplied as part of the Services such insurance to be with reputable insurers acceptable contains a substance in a concentration exceeding 0.1 mass per cent (W/W) if this substance fulfils the criteria of Article 57 and 59 of REACH (so-called substances of very high concern). This clause 12.3 shall also apply to the Council acting reasonablypackaging materials used for the packaging of the Goods or and any deliverables supplied as part of the Services. 7.5 12.4 Without prejudice to any other remedy, if any of the Goods and/or Services are not supplied or performed in accordance with the Contract, then the Buyer shall Principal shall, at its discretion, be entitled: 7.5.1 12.4.1 to require the Provider Contractor, at the Contractor’s expense, to make good any non-compliance with the Contract and repair the Goods and/or deliverables supplied as part of the Services or to supply replacement Goods and/or Services in compliance accordance with the Contract within 7 days, where such non-compliance with the Contract arises within 30 months from the actual date of delivery of the Goods or performance of the Services, whichever is latest. If the Principal fails to remedy any such defects or non-compliance when instructed to do so, or if the Principal chooses not to instruct the Contractor to do so, the Principal may procure that the defects or non-compliance are remedied by other means and the Contractor shall indemnify the Principal (and keep it indemnified) in full against any costs incurred by the Principal in so doing; orand 7.5.2 at the Council’s sole option and 12.4.2 whether or not the Council Principal has previously required the Provider Contractor to repair the Goods and/or deliverables supplied as part of the Services or to supply any replacement refund Goods and/or Services, to treat the Contract as discharged by the ProviderContractor’s breach and require repayment the replacement of any part of the Price which has been paid. 12.5 The Contractor shall indemnify the Principal (and keep the Principal indemnified) in full against all liability, loss, damages, 12.5.1 any breach of any warranty given by the Contractor in relation to the Goods and/or the Services; 12.5.2 any claim that the Goods, Services or any deliverables supplied as part of the Services infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade xxxx or other intellectual property rights or any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Principal (and not specifically produced by the Contractor (or a third party engaged by the Contractor)) and any costs incurred by the Principal in relation to the licensing intellectual property to prevent or rectify any infringement; 12.5.3 any liability under the Liability for Defective Products Act, 1991 and/or the sales of Goods and Supply of Services Act, 1980 in respect of the Goods or any deliverables supplied as part of the Services; 12.5.4 any act or omission of the Contractor or its employees, agents or sub-contractors in supplying, delivering and installing the Goods and/or performing the Services; and 12.5.5 any claim made by a third party for death, personal injury or damage to property arising out of, or in connection with defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Contractor, its employees, agents or sub- contractors.

Warranties and Liability. 7.1 13.1 The Provider Contractor warrants to the Council Principal that the Goods will beand/or Services and any deliverables supplied as part of the Services will: 7.1.1 13.1.1 be of sound materials satisfactory quality and first class workmanship; 7.1.2 be equal in all respects fit for any purpose held out by the Contractor or made known to the samplesContractor, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purposebefore the Contract was entered into; 7.1.4 13.1.2 be performed with best care, skill and in accordance with best practice of satisfactory Contractor’s industry by a sufficient number of appropriately qualified and trained personnel using the best quality (within the meaning of the Sale of Goods Act 1979)materials and techniques; 7.1.5 13.1.3 be free from all defects in design, material and workmanship; and; 7.1.6 will 13.1.4 correspond with their description and any relevant Specification or sample; 13.1.5 comply with all statutory requirements and regulations relating in relation to the manufacture, labelling, packaging, storage, handling, delivery and sale of the GoodsGoods and the performance of the Services and the Contractor warrants that it has all relevant licences, consents and permits for the same; 13.1.6 meet the current technical standards and, where applicable, the generally recognised standards in plant safety, occupational medicine and hygiene; 13.1.7 if the Goods constitute machines, equipment or plant, meet the special safety requirements applicable to machinery, equipment and plant at the time of delivery, and shall be CE marked; and 13.1.8 not be supplied or performed in a manner which may cause the Principal to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business. 7.2 13.2 The Provider warrants to Contractor shall ensure that all materials contained in the Council that Goods and any deliverables supplied as part of the Services will be performed by appropriately trained and qualified personnelhave effectively been pre-registered, with due care and diligenceregistered (or exempt from the obligation to register) and, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 all lossif relevant, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work authorised in accordance with the terms applicable requirements of this Purchase OrderREACH for the uses disclosed by the Principal. If the Goods or any deliverables supplied as part of the Services are classified as an article according to Article 7 of REACH the preceding sentence shall also apply to substances released from the same. 7.4 13.3 The Provider having given Contractor shall forthwith notify the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision Principal if a component of the Goods and/or or any deliverables supplied as part of the Services such insurance to be with reputable insurers acceptable contains a substance in a concentration exceeding 0.1 mass per cent (W/W) if this substance fulfils the criteria of Article 57 and 59 of REACH (so-called substances of very high concern). This clause 13.3 shall also apply to the Council acting reasonablypackaging materials used for the packaging of the Goods or and any deliverables supplied as part of the Services. 7.5 13.4 Without prejudice to any other remedy, if any of the Goods and/or Services are not supplied or performed in accordance with the Contract, then the Buyer shall Principal shall, at its discretion, be entitled: 7.5.1 13.4.1 to require the Provider Contractor, at the Contractor’s expense, to make good any non-compliance with the Contract and repair the Goods and/or deliverables supplied as part of the Services or to supply replacement Goods and/or Services in compliance accordance with the Contract within 7 days, where such non-compliance with the Contract arises within 30 months from the actual date of delivery of the Goods or performance of the Services, whichever is latest. If the Principal fails to remedy any such defects or non-compliance when instructed to do so, or if the Principal chooses not to instruct the Contractor to do so, the Principal may procure that the defects or non-compliance are remedied by other means and the Contractor shall indemnify the Principal (and keep it indemnified) in full against any costs incurred by the Principal in so doing; orand 7.5.2 at the Council’s sole option and 13.4.2 whether or not the Council Principal has previously required the Provider Contractor to repair the Goods and/or deliverables supplied as part of the Services or to supply any replacement refund Goods and/or Services, to treat the Contract as discharged by the ProviderContractor’s breach and require repayment the replacement of any part of the Price which has been paid. 13.5 The Contractor shall indemnify the Principal (and keep the Principal indemnified) in full against all liability, loss, damages, claims, costs and expenses (including legal expenses) awarded against, incurred or paid by the Principal as a result of or in connection with: 13.5.1 any breach of any warranty given by the Contractor in relation to the Goods and/or the Services; 13.5.2 any claim that the Goods, Services or any deliverables supplied as part of the Services infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights or any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Principal (and not specifically 13.5.3 any liability under the Liability for Defective Products Act, 1991 and/or the sales of Goods and Supply of Services Act, 1980 in respect of the Goods or any deliverables supplied as part of the Services; 13.5.4 any act or omission of the Contractor or its employees, agents or sub-contractors in supplying, delivering and installing the Goods and/or performing the Services; and 13.5.5 any claim made by a third party for death, personal injury or damage to property arising out of, or in connection with defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Contractor, its employees, agents or sub- contractors.

Warranties and Liability. 7.1 8.1 The Provider Seller warrants and represents to the Council Buyer that the Goods will beGoods: 7.1.1 be of sound materials 8.1.1 will correspond with their description and first class workmanshipany applicable Specification; 7.1.2 be equal in all respects to the samples, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purpose; 7.1.4 8.1.2 will be of satisfactory quality (within the meaning of the Sale of Goods Act 1979)Xxx 0000, as amended) and fit for any purpose held out by the Seller or made known to the Seller in Writing at the time the Order is placed; 7.1.5 8.1.3 will be free from defects in designdesign (unless Goods are made to print), material and workmanshipworkmanship and shall remain so for a period of 12 months after delivery, unless otherwise agreed in Writing; 8.1.4 will correspond with any relevant Specification or sample; and 7.1.6 8.1.5 will comply with all statutory requirements and regulations relating to the sale of the Goods. 7.2 8.2 The Provider Seller warrants and represents to the Council Buyer that the Services will be performed by appropriately trained and qualified personnel, with due care and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar the Services the Seller: 8.2.1 will conform 8.2.2 will co-operate with the Buyer in all matters relating to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 and comply with all loss, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality instructions of the Goods and/or Buyer; 8.2.3 will perform the Services supplied; 7.3.2 all claims in respect of death or injurywith the best care, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work skill and diligence in accordance with best practice and standards of quality as are found in the terms of this Purchase Order.Seller’s industry, profession or trade; 7.4 The Provider having given 8.2.4 will provide all equipment, tools and vehicles and such other items as are required to provide the abovementioned indemnity shall accordingly maintain in force during Services; 8.2.5 will use the term of the Contract full best quality Goods, materials, standards and comprehensive insurance as appropriate in respect of the provision of techniques and ensure that the Goods and/or and materials supplied and used in the Services such insurance to be with reputable insurers acceptable or transferred to the Council acting reasonably.Buyer will be free from defects in workmanship, installation and design (unless Goods are made to print); 7.5 Without prejudice 8.2.6 will not do or omit to do anything which may cause the Seller to lose any other remedylicence, if any authority, consent, or permission on which it relies for the purposes of conducting its business, and the Goods and/or Services are not supplied or performed in accordance with the Contract, then Seller acknowledges that the Buyer shall be entitled: 7.5.1 to require may rely or act on the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 7 days; or 7.5.2 at the Council’s sole option and whether or not the Council has previously required the Provider to repair the Goods or to supply any replacement Goods and/or Services, to treat the Contract as discharged by the Provider’s breach and require repayment of any part of the Price which has been paid.

Warranties and Liability. 7.1 12.1 The Provider Contractor warrants to the Council Principal that the Goods will beand/or Services and any deliverables supplied as part of the Services will: 7.1.1 12.1.1 be of sound materials satisfactory quality and first class workmanship; 7.1.2 be equal in all respects fit for any purpose held out by the Contractor or made known to the samplesContractor, patterns, description or specification provided or given by either party; 7.1.3 if the purpose for which they are required is indicated in the Purchase Order or otherwise, either expressly or by implication, be fit for that purposebefore the Contract was entered into; 7.1.4 12.1.2 be performed with best care, skill and in accordance with best practice of satisfactory Contractor’s industry by a sufficient number of appropriately qualified and trained personnel using the best quality (within the meaning of the Sale of Goods Act 1979)materials and techniques; 7.1.5 12.1.3 be free from all defects in design, material and workmanship; and; 7.1.6 will 12.1.4 correspond with their description and any relevant Specification or sample; 12.1.5 comply with all statutory requirements and regulations relating in relation to the manufacture, labelling, packaging, storage, handling, delivery and sale of the GoodsGoods and the performance of the Services and the Contractor warrants that it has all relevant licences, consents and permits for the same; 12.1.6 meet the current technical standards and, where applicable, the generally recognised standards in plant safety, occupational medicine and hygiene; 12.1.7 if the Goods constitute machines, equipment or plant, meet the special safety requirements applicable to machinery, equipment and plant at the time of delivery, and shall be CE marked; and 12.1.8 not be supplied or performed in a manner which may cause the Principal to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business. 7.2 12.2 The Provider warrants to Contractor shall ensure that all materials contained in the Council that Goods and any deliverables supplied as part of the Services will be performed by appropriately trained and qualified personnelhave effectively been pre-registered, with due care and diligenceregistered (or exempt from the obligation to register) and, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 all lossif relevant, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work authorised in accordance with the terms applicable requirements of this Purchase OrderREACH for the uses disclosed by the Principal. If the Goods or any deliverables supplied as part of the Services are classified as an article according to Article 7 of REACH the preceding sentence shall also apply to substances released from the same. 7.4 12.3 The Provider having given Contractor shall forthwith notify the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision Principal if a component of the Goods and/or or any deliverables supplied as part of the Services such insurance to be with reputable insurers acceptable contains a substance in a concentration exceeding 0.1 mass per cent (W/W) if this substance fulfils the criteria of Article 57 and 59 of REACH (so-called substances of very high concern). This clause 12.3 shall also apply to the Council acting reasonablypackaging materials used for the packaging of the Goods or and any deliverables supplied as part of the Services. 7.5 12.4 Without prejudice to any other remedy, if any of the Goods and/or Services are not supplied or performed in accordance with the Contract, then the Buyer shall Principal shall, at its discretion, be entitled: 7.5.1 12.4.1 to require the Provider Contractor, at the Contractor’s expense, to make good any non-compliance with the Contract and repair the Goods and/or deliverables supplied as part of the Services or to supply replacement Goods and/or Services in compliance accordance with the Contract within 7 days, where such non-compliance with the Contract arises within 30 months from the actual date of delivery of the Goods or performance of the Services, whichever is latest. If the Contractor fails to remedy any such defects or non-compliance when instructed to do so, or if the Principal chooses not to instruct the Contractor to do so, the Principal may procure that the defects or non-compliance are remedied by other means and the Contractor shall indemnify the Principal (and keep it indemnified) in full against any costs incurred by the Principal in so doing; orand 7.5.2 at the Council’s sole option and 12.4.2 whether or not the Council Principal has previously required the Provider Contractor to repair the Goods and/or deliverables supplied as part of the Services or to supply any replacement refund Goods and/or Services, to treat the Contract as discharged by the 12.5 The Contractor shall indemnify the Provider’s Principal (and keep the Principal indemnified) in full against all liability, loss, damages, claims, costs and expenses (including legal expenses) awarded against, incurred or paid by the Principal as a result of or in connection with: 12.5.1 any breach and require repayment of any warranty given by the Contractor in relation to the Goods and/or the Services; 12.5.2 any claim that the Goods, Services or any deliverables supplied as part of the Price which has been paidServices infringe, or their importation, use or resale infringes, the patent, copyright, design right, trade mark or other intellectual property rights or any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Principal (and not specifically produced by the Contractor (or a third party engaged by the Contractor)) and any costs incurred by the Principal in relation to the licensing intellectual property to prevent or rectify any infringement; 12.5.3 any liability under the Consumer Protection Act 1987 in respect of the Goods or any deliverables supplied as part of the Services; 12.5.4 any act or omission of the Contractor or its employees, agents or sub-contractors in supplying, delivering and installing the Goods and/or performing the Services; and 12.5.5 any claim made by a third party for death, personal injury or damage to property arising out of, or in connection with defects in Goods and/or Services, to the extent that the defect in the Goods and/or Services is attributable to the acts or omissions of the Contractor, its employees, agents or sub- contractors.

Warranties and Liability. 7.1 11.1 The Provider warrants to the Council that the Goods will beSupplier warrants, represents and undertakes that: 7.1.1 11.1.1 the Deliverables i) will be of sound materials a satisfactory quality and first class workmanship; 7.1.2 be equal in all respects to the samples, patterns, description or specification provided or given by either party; 7.1.3 if fit for the purpose for which they are required is indicated in intended as held out by the Purchase Order Supplier or otherwise, either expressly or otherwise made known to the Supplier by implication, be fit for that purpose; 7.1.4 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); 7.1.5 EJADAH; ii) will be free from defects in design, material and workmanship; iii) will correspond with the Order and/or any relevant Specifications or sample as to quantity, quality and description, and any other specifications, requirements or instructions made known to the Supplier by EJADAH; iv) will have the capacity or performance characteristics as set out in the Specifications and 7.1.6 , where EJADAH requires proof of the capacity or performance characteristics of the Goods, the Supplier shall provide such promptly upon request; and v) will comply with all statutory requirements applicable laws and regulations relating to the sale and supply of goods and services in force at the Goods.time of delivery; 7.2 The Provider warrants to the Council that 11.1.2 the Services will be performed by appropriately and properly experienced, qualified and trained and qualified personnel, with due care care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 7.3 The Provider will indemnify the Council in full against the following: 7.3.1 all loss, liability, damages, costs, expenses (including legal expenses) or injury whatsoever and whenever arising caused to the Council, or for which the Council may be liable to third parties due to defective workmanship or unsound quality of the Goods and/or the Services supplied; 7.3.2 all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or sub-contractors, of the Provider, while in or about the Council’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Council for which the Council may be liable, as a result of the failure of the Provider to supply the materials or perform the work in accordance with Good Industry Practice and to such a high standard of quality as it is reasonable for EJADAH to expect in all circumstances (assuming highest international standards), and that all tools, machinery and supplies necessary for the terms purposes of the Supplier performing the Services shall be in a good state of repair, maintained to first class standards and provided at the Supplier’s own expense (unless expressly agreed otherwise in writing); 11.1.3 it has the full right, title and interest in the Deliverables and has and will maintain the power, authorizations, licenses, permits and/or consents necessary to enter into this Purchase OrderPO and fully perform its obligations contained in this PO; and 11.1.4 will pass on to EJADAH the benefit of any additional warranties secured from the Supplier’s suppliers and/or the manufacturer of any Goods upon delivery 11.2 The Supplier accepts liability for damage or loss to EJADAH’s property arising from the performance or non-performance of the Supplier’s obligations under this PO. 7.4 The Provider having given the abovementioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Council acting reasonably. 7.5 11.3 Without prejudice to any other remedy, if any of the Goods and/or Services Deliverables are not supplied or performed in accordance with these Conditions and/or do not confirm with the ContractSpecifications or any other provision of the Order (such failure being a "Defect"), then the Buyer EJADAH shall be entitled: 7.5.1 entitled for a period of 12 (twelve) months from the date of the delivery and acceptance of the Deliverables: i) to require the Provider Supplier to promptly undertake the repair of, and bear all costs resulting from, any changes in design or other alterations, changes or developments necessary to rectify the Goods Defect; or ii) to require the Supplier to supply replacement Goods and/or Services Deliverables in compliance accordance with the Contract Order within 7 seven (7) days; or 7.5.2 or iii) at the CouncilEJADAH’s sole option option, and whether or not the Council EJADAH has previously required the Provider Supplier to repair rectify the Goods Defect or to supply any replacement Goods and/or Servicesreplace the Deliverables, to treat the Contract PO as discharged repudiated by the ProviderSupplier’s breach and require the repayment of any part of the Price which has been paid. 11.4 The rights and remedies of EJADAH are cumulative and are not exclusive of any rights or remedies provided at law. 11.5 Notwithstanding any other provision, and to the extent permitted by law, EJADAH’s total liability to the Supplier under this PO shall be limited to the total value of Deliverables actually provided by the Supplier to EJADAH pursuant to that PO. 11.6 Nothing in these Conditions shall operate to exclude the liability of either party for death, personal injury or fraudulent or negligent misrepresentation. 11.7 If the Supplier is comprised of more than one person these persons shall be jointly and severally liable to EJADAH for all obligations and liabilities of the Supplier as set out in this PO.