Common use of Warranties and Liability Clause in Contracts

Warranties and Liability. 12.1 If the Seller is not the manufacturer of the Goods, the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services will be free from all defects in design, materials and/or workmanship for a period of at least 12 months from: 12.2.1 in the case of Goods, the date of delivery of the Goods to the Company; and/or 12.2.2 in the case of Services, the date of completion of the performance of the Services. 12.3 Subject to clause 12.4, the Seller shall have no Liability under the warranty in Clause 12.2 above in respect of: 12.3.1 any defect in the Goods and/or Services arising from the Seller's compliance with any instructions and/or Specification supplied and/or approved by the Company; 12.3.2 any faults and/or defects caused by wilful damage or misuse on the part of the Company. 12.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liability. 12.5 If any of the Goods and/or Services are defective and are covered by the warranty in Clause 12.2 above the Seller shall at the Company's sole option either repair the Goods or supply replacement Goods and/or Services or refund the price which has been paid by the Company for the defective Goods and/or Services. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days of the Seller being notified of the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of or in connection with: 12.8.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Services. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If 7.1 The Provider warrants to the Seller is not Buyer that the manufacturer 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 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); 7.1.4 be free from defects in design, material and workmanship; and 7.1.5 will comply with all statutory requirements and regulations relating to the sale of the Goods. 7.2 The Provider warrants to the Buyer that the Services or Works 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 Buyer 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 Buyer, or for which the Buyer may be liable to third parties due to defective workmanship or unsound quality of the Goods, Works or the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services will be free from all defects in design, materials and/or workmanship for a period of at least 12 months from: 12.2.1 in the case of Goods, the date of delivery of the Goods to the Company; and/or 12.2.2 in the case of Services, the date of completion of the performance of the Services. 12.3 Subject to clause 12.4, the Seller shall have no Liability under the warranty in Clause 12.2 above in respect of: 12.3.1 any defect in the Goods and/or Services arising from the Seller's compliance with any instructions and/or Specification supplied and/or approved by the Companysupplied; 12.3.2 any faults and/or defects caused by wilful damage or misuse on the part of the Company. 12.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter 7.3.2 all claims in respect of which it would be unlawful for either party death or injury, howsoever caused, to exclude or restrict liability. 12.5 If any of the Goods and/or employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business; 7.3.3 any consequential loss or damage sustained by the Buyer for which the Buyer may be liable, as a result of the failure of the Provider to supply the materials or perform the Works or Services in accordance with the terms of the Contract. 7.4 Without prejudice to any other remedy, if any of the Goods, Works or Services are defective and are covered by not supplied or performed in accordance with the warranty in Clause 12.2 above Contract, then the Seller Buyer shall at be entitled: 7.4.1 to require the Company's sole option either Provider to repair the Goods or to supply replacement Goods and/or remedy any failure to perform the Works or Services in compliance with the Contract within 7 days or refund such other period specified by the price Buyer; or 7.4.2 at the Buyer’s sole option and whether or not the Buyer has previously required the Provider to repair the Goods or to supply any replacement Goods and/or to remedy any failure to perform 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 by the Company for the defective Goods and/or Servicespaid. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days of the Seller being notified of the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of or in connection with: 12.8.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Services. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If 7.1. Subject to clauses 7.2 and 7.6, no warranties, conditions, representations and guarantees, whether express or implied by contract, trade or otherwise are given by the Seller is not in respect of Goods or services supplied. 7.2. The Seller provides a 12-­‐month warranty from the manufacturer date of purchase or supply to the Customer of the Goods, the Seller shall use best endeavours to transfer . Any breach of condition or warranty is limited to the Company repair or replacement of the benefit Goods at the Sellers premises or the supply of any warranty or guarantee given to equivalent Goods, as determined by the Seller. 12.2 Subject 7.3. In the event that some of the Seller’s product/s are faulty or defective, unless otherwise agreed in writing, the Customer must arrange for the products to Clause 12.3 belowbe returned to the Seller for examination and where applicable, repair or replacement. The Customer acknowledges that it must not attempt to or arrange for any personnel to remedy a fault or defect. 7.4. The Customer acknowledges that the installation of the Goods must be installed by a qualified electrical professional and/or in conformity with AS/NZS 3000. 7.5. Notwithstanding any other term in this Agreement, the Seller warrants excludes liability whatsoever to the Company that Customer for: (a) any Consequential Loss (including any electrical costs incurred if the Goods and/or Services will be free from all defects are deemed faulty after installation) relating in design, materials and/or workmanship for a period of at least 12 months from: 12.2.1 in any way to the case of Goods, the date of delivery supply of the Goods to the CompanyCustomer; and/orand 12.2.2 in (b) any loss or damage suffered or incurred by the case of Services, Customer that is caused or contributed to by the date of completion installation of the performance of the ServicesGoods not installed by a qualified electrical professional and/or in conformity with AS/NZS 3000. 12.3 Subject 7.6. In addition to clause 12.4the Customer's rights under this Agreement, if the Seller shall have no Liability under Australian Consumer Law confers certain rights, guarantees or remedies on the warranty Customer which are not able to be excluded, restricted or modified except in Clause 12.2 above in respect of: 12.3.1 any defect in the Goods and/or Services arising from limited circumstances, the Seller's compliance with liability for breach of any instructions and/or Specification supplied and/or approved such right, guarantee or remedy is limited to the Seller (at its election): (a) replacing the Goods or supplying equivalent Goods; (b) repairing the Goods; (c) paying the cost of replacing the Goods or of acquiring equivalent goods; or (d) paying the cost of having the Goods repaired. 7.7. To the extent permitted by law, any typographical, clerical or other error or omission in a quotation, price list, sales literature, acceptance of offer, invoice or other documents or information issued by the Company; 12.3.2 Seller will be subject to correction without any faults and/or defects caused by wilful damage or misuse liability on the part of the CompanySeller. 12.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liability. 12.5 If any of the Goods and/or Services are defective and are covered by the warranty in Clause 12.2 above the Seller shall at the Company's sole option either repair the Goods or supply replacement Goods and/or Services or refund the price which has been paid by the Company for the defective Goods and/or Services. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days of the Seller being notified of the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of or in connection with: 12.8.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Services. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If the Seller is not the manufacturer of the Goods, the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the 9.1 The Seller warrants to the Company Buyer that the Goods and/or Services will Goods; (a) Will be free from all material defects in design, materials and/or workmanship for a period of at least 12 months from:material and workmanship; 12.2.1 (b) Will materially correspond with any relevant description in the case Agreement, Specification or sample; and (c) Will comply with all statutory requirements and regulations relevant to the Goods. 9.2 The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such a standard of Goodsquality as it is reasonable for the Buyer to expect in the circumstances. 9.3 If any Goods and/or Services are not supplied or performed in accordance with the Agreement, then the date Seller shall at its election either repair the Goods and/or supply replacement Goods or Services in accordance with the Agreement within 14 (fourteen) days of delivery the Seller inspecting, testing or otherwise verifying the condition of the Goods to the Company; and/or 12.2.2 in the case of Services, the date of completion of the performance of the and/or Services. 12.3 Subject to clause 12.4, the 9.4 The Seller shall have no Liability under not be liable for a breach of any of the warranty warranties in Clause 12.2 above in respect ofcondition’s 9.1 and 9.2 unless: 12.3.1 any (a) The Buyer gives written notice of the defect to the Seller, and (if the defect is as a result of damage in transit) to the carrier, within 7 (seven) days of the time when the Buyer discovers or ought to have discovered the defect; and (b) The Seller is given a reasonable opportunity after receiving such notice to examine the Goods and/or Services arising from and the Buyer (if asked to do so by the Seller) returns such goods to the Seller’s place of business at the Buyer's compliance with cost for the examination to take place there. 9.5 The Seller shall not be liable for a breach of any instructions and/or Specification supplied and/or approved by of the Company; 12.3.2 warranties in condition’s 9.1 and 9.2 if the defect arises as a result of any faults and/or defects caused by wilful damage act or misuse omission on the part of the CompanyBuyer or its sub-contractors, agents, officers or employees. 12.4 Nothing in these Terms 9.6 All warranties, conditions and Conditions shall limit or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the other terms implied by statute or common law (except for the conditions implied by Section 12 of the Sale of Goods Xxx 0000 Act 1979 and/or Section 2 of the Supply of Goods and Services Xxx 0000Act 1982) are, to the fullest extent permitted by law, excluded from this Agreement. 9.7 Nothing in this Agreement excludes or limits the liability of either Party for: (a) Death or personal injury caused by the Seller’ negligence; 12.4.4 defective products (b) Fraud; (c) Liability which cannot be excluded or limited under the Consumer Protection Xxx 0000; or 12.4.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liabilityapplicable law. 12.5 If any of the Goods and/or Services are defective 9.8 Subject to condition’s 9.6 and are covered by the warranty in Clause 12.2 above the Seller shall at the Company's sole option either repair the Goods or supply replacement Goods and/or Services or refund the price which has been paid by the Company for the defective Goods and/or Services.9.7: 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days (a) The total liability of the Seller being notified of the defect. 12.7 Subject to clause 12.4and / or Buyer in Agreement, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability tort (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of negligence or in connection with: 12.8.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods infringe statutory duty), misrepresentation or their importationotherwise, 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel arising in connection with the performance or contemplated performance of the Services. 12.9 The Company Agreement shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide limited to the Company on demand full particulars Price; and (b) The Seller and / or Buyer shall not be liable for any indirect or any consequential loss or damage (whether for loss of all relevant insurance held as well as proof profit, loss of payment business, depletion of goodwill or otherwise), costs, expenses or other claims tor consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the then current premiumAgreement.

Warranties and Liability. 12.1 If (a) Subject to the Seller is not the manufacturer of the Goodsfollowing provisions, the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services Products will correspond with their specification at the time of delivery and will be free from all defects in design, materials and/or material and workmanship for a period of at least 12 three months from:from delivery. 12.2.1 (b) The above warranty is given by the Company subject to the following conditions:- (i) the Company shall be under no liability in respect of any defect in the case Products arising from any drawing, design or specification supplied by the Customer; (ii) the Company shall be under no liability in respect of Goodsany defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Company instructions (whether oral or in Writing), misuse or alteration or repair of the Products without the Company’s approval; (iii) the Company shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price of the Products has not been paid by the due date for payment; (iv) the above warranty does not extend to parts, materials or equipment not manufactured by the Company 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 to the Company. (c) Subject as expressly provided in these Terms, and except where the Products 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 statute or common law are excluded to the fullest extent permitted by law. (d) Where the Products are sold under a consumer transaction (as defined by the Consumer Transaction (Restrictions on Statements) Order 1976) the statutory rights of the Customer are not affected by these Terms. (e) A claim by the Customer which is based on any defect in the quality or condition of the Products, with the exception of breakage (see 6 (f) below), or their failure to correspond with specification shall (whether or not delivery is refused by the Customer) 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 seven days after discovery of the Goods to defect or failure. If delivery is not refused, and the Company; and/or 12.2.2 in Customer does not notify the case of ServicesCompany accordingly, the date of completion of Customer shall not be entitled to reject the performance of Products and the Services. 12.3 Subject to clause 12.4, the Seller Company shall have no Liability under liability for such defect or failure, and the warranty Customer shall be bound to pay the price as if the Products had been delivered in Clause 12.2 above accordance with the Contract. (f) Goods supplied are fragile and must be opened and inspected within 48 hours of delivery to the Customer to check for breakages. No claim for breakage will be considered unless this is notified to the Company and the fact of breakage reported to the Company within 48 hours of delivery. The Company will require photographic evidence of breakage and details of the handling of good at the Customer’s premises. (g) Where a valid claim in respect of: 12.3.1 of any of the Products which is based on a defect in the Goods and/or Services arising from quality or condition of the Seller's compliance Products or their failure to meet specification is notified to the Company in accordance with any instructions and/or Specification supplied and/or approved by these Terms, the Company may replace the Products (or the part in question) free of charge or, at the Company; 12.3.2 any faults and/or defects caused by wilful damage ’s sole discretion, refund to the Customer the price of the Products (or misuse on the a proportionate part of the Companyprice), in which case the Company shall have no further liability to the Customer. 12.4 Nothing (h) Except in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 respect of death or personal injury caused by its the Company’s negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 liability for defective products under the Consumer Protection Xxx 0000; or 12.4.5 Act 1987, the Company shall not be liable to the Customer by reason of any matter in respect of which it would be unlawful for either party to exclude representation (unless fraudulent) , or restrict liability. 12.5 If any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Goods and/or Services are defective and are covered 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 warranty in Clause 12.2 above the Seller shall at negligence of the Company's sole option either repair , its employees or agents or otherwise) which arise out of or in connection with the Goods supply of the Products (including any delay in supplying or any failure to supply replacement Goods and/or Services the Products in accordance with the Contract or refund the price which has been paid at all) or their use or resale by the Company for Customer and the defective Goods and/or Services. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days entire liability of the Seller being notified of Company under or in connection with the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect price of the relevant order to which the claim relatesGoods, except as expressly provided in these Terms. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of or in connection with: 12.8.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Services. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If 7.1 The Provider warrants to the Seller is not Buyer that the manufacturer 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 be of satisfactory quality (within the meaning of the Consumer Rights Act 2015). 7.1.4 be free from defects in design, material, and xxxxxxxxxxx; and 7.1.5 will comply with all statutory requirements and regulations relating to the sale of the Goods. 7.2 The Provider warrants to the Buyer that the Services or Works 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 Buyer 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 Buyer, or for which the Buyer may be liable to third parties due to defective workmanship or unsound quality of the Goods, Works or the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services will be free from all defects in design, materials and/or workmanship for a period of at least 12 months from: 12.2.1 in the case of Goods, the date of delivery of the Goods to the Company; and/or 12.2.2 in the case of Services, the date of completion of the performance of the Services. 12.3 Subject to clause 12.4, the Seller shall have no Liability under the warranty in Clause 12.2 above in respect of: 12.3.1 any defect in the Goods and/or Services arising from the Seller's compliance with any instructions and/or Specification supplied and/or approved by the Companysupplied; 12.3.2 any faults and/or defects caused by wilful damage or misuse on the part of the Company. 12.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter 7.3.2 all claims in respect of which it would be unlawful for either party death or injury, howsoever caused, to exclude or restrict liability. 12.5 If any of the Goods and/or employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business. 7.3.3 any consequential loss or damage sustained by the Buyer for which the Buyer may be liable, as a result of the failure of the Provider to supply the materials or perform the Works or Services in accordance with the terms of the Contract. 7.4 Without prejudice to any other remedy, if any of the Goods, Works or Services are defective and are covered by not supplied or performed in accordance with the warranty in Clause 12.2 above Contract, then the Seller Buyer shall at be entitled: 7.4.1 to require the Company's sole option either Provider to repair the Goods or to supply replacement Goods and/or remedy any failure to perform the Works or Services in compliance with the Contract within 7 days or refund such other period specified by the price Buyer: or 7.4.2 at the Buyer’s sole option and whether or not the Buyer has previously required the Provider to repair the Goods or to supply any replacement Goods and/or to remedy any failure to perform 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 by the Company for the defective Goods and/or Servicespaid. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days of the Seller being notified of the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result of or in connection with: 12.8.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Services. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If 17.1 Subject to the Seller is not the manufacturer of the Goodsfollowing provisions, the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services Works will correspond with the specification at the time of delivery and will be free from all defects in design, materials and/or material and workmanship for a period of at least 12 months from: 12.2.1 in the case of Goods, from the date of delivery of delivery. 17.2 The above warranty is given by the Goods Company subject to the Company; and/orfollowing conditions: 12.2.2 in (a) the case of Services, the date of completion of the performance of the Services. 12.3 Subject to clause 12.4, the Seller Company shall have be under no Liability under the warranty in Clause 12.2 above liability in respect of: 12.3.1 of any defect in the Goods and/or Services Works arising from any drawing, design or specification supplied by the Purchaser; (b) the Company shall be under no liability whatsoever in respect of any defect arising from the Sellerfailure to install, operate or maintain the Goods and/or Works in accordance with the Company’s instructions (whether oral or in writing), fair wear and tear, wilful damage, negligence, abnormal working conditions, misuse or alteration or repair of the Goods and/or Works without the Company's compliance with approval; (c) the Company shall be under no liability under the above warranty (or any instructions other warranty, condition or guarantee) if the Price for the Goods and/or Specification supplied and/or approved 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; 12.3.2 , in respect of which the Purchaser shall only be entitled to the benefit of any faults and/or defects caused such warranty or guarantee as is given by wilful damage or misuse on the part of manufacturer to the Company. 12.4 Nothing 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 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 Goods or the 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 and Conditions Terms, the Company may replace the Goods (or the part in question) free of charge or repeat the Works or, at the Company's sole discretion, refund to the Purchaser the Price (or a proportionate part of the Price), in which case the Company shall limit or exclude either party’s have no further liability for:to the Purchaser. 12.4.1 17.5 Except in respect of death or personal injury caused by its 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, employees or agents or subcontractors; 12.4.2 fraud otherwise) which arise out of or fraudulent misrepresentation; 12.4.3 breach of in connection with the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liability. 12.5 If any supply of the Goods and/or Services are defective and are covered by or the warranty Works (including any delay in Clause 12.2 above the Seller shall at the Company's sole option either repair supplying or any failure to supply the Goods or supply replacement the Works in accordance with the Contract or at all) or the use of the Goods and/or Services or refund the price which has been paid resale by the Company for Purchaser, and the defective Goods and/or Services. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days entire liability of the Seller being notified of Company under or in connection with the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Contract Price, except as expressly provided in these Terms. 17.6 The Company shall not be liable to the Seller Purchaser or be deemed to be in respect breach of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered Contract by the Company as a result of or in connection with: 12.8.1 breach reason of any warranty given by delay in performing, or any failure to perform, any of the Seller Company's obligations in relation to the Goods and/or Services; 12.8.2 or the Works, if the delay or failure was due to any claim that cause beyond the Goods infringe Company's reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Company's reasonable control: Act of God, explosion, flood, tempest, fire or their importationaccident; war or threat of war, use sabotage, insurrection, civil disturbance or resale infringes requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the patentpart of any governmental, copyrightparliamentary or local authority; import or export regulations or embargoes; strikes, design right, trade xxxx lock-outs or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any Specification supplied and/or approved by the Company; 12.8.3 any act industrial actions or omission trade disputes (whether involving employees of the Seller Company or its employeesof a third party);difficulties in obtaining raw materials, agents labour, fuel, parts or permitted sub-contractors machinery; power failure or breakdown in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Servicesmachinery. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If 13.1 Subject to the Seller conditions set out below the Supplier warrants that the Products will correspond with their specification subject to such tolerances as are reasonable and as are normally accepted in the trade and will be free from defects in material and workmanship at the time of delivery. 13.2 The above warranty is not given by the manufacturer Supplier subject to the following conditions: 13.2.1 the Supplier shall be under no liability in respect of any defect in the Products arising from any drawing, design or specification supplied by the Buyer: 13.2.2 the Supplier shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Supplier’s instructions (whether oral or in writing), misuse or alternation or repair of the GoodsProducts without the Supplier’s approval. 13.2.3 the Supplier shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the Seller total price for the Products has not been paid by the due date for payment. 13.2.4 the above warranty does not extend to Products not manufactured by the Supplier, in respect of which the Buyer shall use best endeavours only be entitled to transfer to the Company the benefit of any such warranty or guarantee as is given by the manufacturer to the SellerSupplier. 12.2 13.3 Subject as expressly provided in these Conditions, and except where the Products are sold to Clause 12.3 belowa person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law. 13.4 Where the Products 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. 13.5 Any claim by the Buyer which is based on any defect in the quality or condition of the Products or their failure to correspond with specification or lot sample provided shall (whether or not delivery is refused by the Buyer) be notified to the Supplier within 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection). If delivery is not refused, and the Buyer does not notify the Supplier accordingly, the Seller warrants Buyer shall not be entitled to reject the Products and the Supplier shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Products had been delivered In accordance with the Contract. 13.6 Any claim by the Buyer which is based on short delivery or non-delivery shall be notified to the Company that the Goods and/or Services will be free from all defects Supplier in design, materials and/or workmanship for a period of at least 12 months from: 12.2.1 Writing (in the case of Goods, the date short delivery) within 7 days of delivery of the Goods to the Company; and/or 12.2.2 and (in the case of Services, non-delivery) within 30 days of receipt by the date of completion Buyer of the performance of Supplier’s Invoice for the Services. 12.3 Subject Products which the Buyer claims have not been delivered. If the Buyer does not notify the Supplier accordingly the Buyer shall not be entitled to clause 12.4, reject any Products that have been delivered and the Seller Supplier shall have no Liability under the warranty in Clause 12.2 above liability for such short delivery or non-delivery. 13.7 Where any valid claim in respect of: 12.3.1 of any of the Products which is based on any defect in the Goods and/or Services arising from quality or condition of the Seller's compliance Products or their failure to meet specification is notified in writing to the Supplier in accordance with any instructions and/or Specification supplied and/or approved by these Conditions, in particular Clause 3.6 and Clause 9.2; the Company; 12.3.2 any faults and/or defects caused by wilful damage Supplier shall be entitled to replace the Products or misuse on (refund to the Buyer the price of the Products if agreed in writing and if there is no replacement available) (or a proportionate part of the Companyprice), but the Supplier shall have no further liability to the Buyer. 12.4 Nothing 13.8 Except in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 respect of death or personal injury caused by its the Supplier’s negligence, the Supplier 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 compensation whatsoever(and whether caused by the negligence of the Supplier, its employees, employees or agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter in respect of otherwise) which it would be unlawful for either party to exclude or restrict liability. 12.5 If any of the Goods and/or Services are defective and are covered by the warranty in Clause 12.2 above the Seller shall at the Company's sole option either repair the Goods or supply replacement Goods and/or Services or refund the price which has been paid by the Company for the defective Goods and/or Services. 12.6 Such repair, replacement or refund shall be provided by the Seller within 14 days of the Seller being notified of the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company as a result arise out of or in connection with: 12.8.1 breach with the supply of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 any claim that the Goods infringe Products 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 and/or approved by the Company; 12.8.3 any act or omission of the Seller or its employeesBuyer, agents or permitted sub-contractors except as expressly provided in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any of the Seller's personnel in connection with the performance of the Servicesthese Conditions. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If the Seller is not the manufacturer of the Goods, the Seller shall use best endeavours to transfer to the 10.1 The Company the benefit of any warranty or guarantee given to the Seller. 12.2 Subject to Clause 12.3 below, the Seller warrants to the Company that the Goods and/or Services will correspond in all material respects with their specifications at the time of delivery subject as follows: 10.1.1 the Company shall be under no liability in respect of any defect arising from wilful damage, negligence of the Customer, abnormal conditions or failure to follow the Company’s instructions; 10.1.2 the Company does not warrant that the Goods will be free from all defects delivered without fault or interruption; 10.1.3 the Company does not provide any warranties in design, materials and/or workmanship for respect of Goods that are provided by a period of at least 12 months from: 12.2.1 third party to the Customer although it will endeavour to act in the case of Goods, the date of delivery best interests of the Goods to the Company; and/or 12.2.2 in the case of Services, the date of completion of the performance of the ServicesCustomer when resolving any problems created by a third party supplier. 12.3 Subject to clause 12.4, 10.1.4 the Seller Company shall have be under no Liability liability under the warranty in Clause 12.2 above in respect of: 12.3.1 any defect in if the total price for the Goods and/or Services arising from has not been paid by the Seller's compliance with any instructions and/or Specification due date of payment; 10.2 The Customer warrants that when using Goods supplied and/or approved by the Company;, it shall comply with the Company’s acceptable usage policy, any relevant legislative and regulatory provisions, and shall not use the Goods for any illegal purpose and shall indemnify the Company in respect of any liability incurred as a result of a breach of this clause 10.2. 12.3.2 10.3 The Customer shall indemnify and hold harmless the Company against any faults and/or defects caused loss, damages, costs and expenses arising from or in connection with any claims or proceedings bought by wilful damage third parties against the Company in respect of or misuse arising directly or indirectly from resale of Goods by the Customer or arising out of . 10.4 No advertisement, brochure, circular, or other promotional data shall constitute a warranty or representation in relation to any Goods, and the Customer shall only be entitled to rely on specifications or warranties referred to, or detailed in, the Contract or an invoice for the Goods. Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Company shall be subject to correction without any liability on the part of the Company. 12.4 Nothing 10.5 Any claim by the Customer which is based on any alleged defect in these Terms and Conditions shall limit quality, shortage or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach failure of the terms implied Goods delivered shall be notified to the Company upon delivery by way of written notice as specified in Clause 3 of these Conditions. If the Sale Customer does not notify the Company of Goods Xxx 0000 and/or any defect in quality, shortage or failure in accordance with Clause 3, the Supply of Customer shall not be entitled to reject the Goods and Services Xxx 0000;the Company shall have no liability for such defect, shortage or failure. In addition, the Customer shall be bound to pay the full price as if the Goods had been delivered in accordance with the Contract. 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 10.6 Where any matter claim in respect of which it would be unlawful for either party to exclude or restrict liability. 12.5 If any of the Goods and/or Services are defective which is based on any defect in quality, shortage or failure of the Goods delivered or their failure to meet specification is notified to the Company in accordance with these Conditions and are covered is accepted by the warranty in Clause 12.2 above Company, it shall be entitled to: 10.6.1 direct the Seller shall at Customer to return the goods to the Company using a form of delivery specified by the Company's sole option either repair ; or 10.6.2 collect the Goods (if applicable) from the Customer’s premises; but the Company shall have no other liability to the Customer and the Customer may not dispose of the defective Goods without the Company’s prior consent. 10.7 Neither the Company nor its network service suppliers shall be liable to the Customer for any consequential loss or damage, nor for any loss of profit, goodwill, data, savings, or anticipated business, nor for the cost of any other, costs or expenses whatsoever, whether caused by the negligence of the Company, its employees or agents or other, which arises out of, or in connection with, the supply of the Goods or supply replacement Goods and/or Services their use or refund the price which has been paid resale by the Company for the defective Goods and/or ServicesCustomer, except as expressly provided in these Conditions. 12.6 Such repair, replacement or refund 10.8 Neither the Company nor its network service suppliers shall be provided by the Seller within 14 days liable for unauthorised access to or alteration, theft or destruction of the Seller being notified end users data files, programs, procedures or information through accident, fraudulent means or devices, or any other method, regardless of the defect. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 The Seller shall indemnify and keep indemnified the Company in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company whether such damage occurs as a result of the Company’s negligence or that of its network service suppliers. 10.9 The Company shall not be liable to the Customer or be deemed to be in connection with: 12.8.1 breach of these Conditions by reason of any warranty given by delay in performing, or any failure to perform, any of the Seller Company’s obligations in relation to the Goods and/or ServicesGoods, if the delay or failure was due to any cause beyond the Company’s reasonable control, including any of the following: 10.9.1 Act of God, explosion, flood, tempest, fire or accident, terrorist act, war or threat of war, sabotage, insurrection, civil disturbance or requisition; 12.8.2 10.9.2 acts, import or export regulations or embargoes, restrictions, regulations, bye-laws, prohibitions or measures of any claim that kind on the Goods infringe part of any local, national, or their importationsupranational, use government body or resale infringes the patentauthority; 10.9.3 strikes, copyright, design right, trade xxxx lock-outs or other intellectual property rights industrial actions or trade disputes whether involving employees of the Company or of any other person except to the extent that the claim arises from compliance with any Specification supplied and/or approved by the Companythird party; 12.8.3 10.9.4 difficulties in obtaining raw materials, labour, fuel, parts or machinery or power failure or breakdown of machinery; or 10.9.5 any act or omission of the Seller Customer which is either a breach of this Contract or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing which represents a failure by the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchase 12.8.4 any act or omission of any Customer to comply with the reasonable instructions of the Seller's personnel in connection with Company. 10.10 All warranties, conditions and other terms implied by statute or common law are excluded to the performance fullest extent permitted by the law except where the Goods are sold to a person dealing as a consumer within the meaning of the ServicesUnfair Contract Terms Xxx 0000. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.

Warranties and Liability. 12.1 If the Seller is not the manufacturer of the Goods, the Seller shall use best endeavours to transfer to the Company the benefit of any warranty or guarantee given to the Seller. 12.2 11.1 Subject to Clause 12.3 11.3 below, the Seller warrants to the Company that Buyer that, upon delivery and for a period of 12 months from the date of delivery of the Goods, the Goods and/or Services will will: 11.1.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and fit for any purposes held out by the Seller or made known to the Seller in writing at the time the Buyer placed the Order; 11.1.2 be free from all defects in design, materials and/or workmanship workmanship; 11.1.3 conform with the Order and/or any specification provided to the Seller by the Buyer or produced for the Buyer by the Seller and/or as otherwise agreed in writing between the parties conform with all descriptions and specifications provided to the Buyer by the Seller; and 11.1.4 comply with all statutory requirements and regulations relating to the sale of the Goods. 11.2 Subject to Clause 11.3 below, the Seller warrants to the Buyer that, upon delivery and for a period of at least 12 months from: 12.2.1 in the case of Goods, the date of delivery of the Goods to the Company; and/or 12.2.2 in the case of Services, from the date of completion of the performance of the Services, the Services will: 11.2.1 be performed by appropriately qualified personnel with due care and diligence and to such high standard as it is reasonable for the Buyer to expect in all the circumstances; 11.2.2 be free from defects in design, materials and/or workmanship; 11.2.3 conform with the Order and/or any specification provided to the Seller by the Buyer or produced for the Buyer by the Seller and/or as otherwise agreed in writing between the parties conform with all descriptions and specifications provided to the Buyer by the Seller; and 11.2.4 comply with all statutory requirements and regulations relating to the provision of the Services. 12.3 Subject to clause 12.4, the 11.3 The Seller shall have no Liability under the warranty warranties in Clause 12.2 Clauses 11.1 and 11.2 above in respect of: 12.3.1 11.3.1 any defect in the Goods and/or Services arising from the Seller's ’s compliance with any instructions and/or Specification specification supplied and/or approved by the CompanyBuyer; 12.3.2 11.3.2 any faults and/or defects caused by wilful damage damage, abnormal working conditions, failure to follow the Seller’s instructions, misuse, alteration and/or repair of the Goods and/or Services without the Seller’s prior written approval and/or improper maintenance or misuse negligence on the part of the CompanyBuyer or a third party. 12.4 Nothing in these Terms and Conditions shall limit or exclude either party’s liability for: 12.4.1 death or personal injury caused by its negligence11.4 Without prejudice to any other remedy the Buyer may have, or the negligence of its employees, agents or subcontractors; 12.4.2 fraud or fraudulent misrepresentation; 12.4.3 breach of the terms implied by the Sale of Goods Xxx 0000 and/or the Supply of Goods and Services Xxx 0000; 12.4.4 defective products under the Consumer Protection Xxx 0000; or 12.4.5 any matter in respect of which it would be unlawful for either party to exclude or restrict liability. 12.5 If if any of the Goods and/or Services are defective and are covered by the warranty warranties in Clause 12.2 Clauses 11.1 and/or 11.2 above the Seller shall at the Company's Buyer’s sole option either repair the Goods or supply replacement Goods and/or Services or refund the price which has been paid by the Company Buyer for the defective Goods and/or Services. 12.6 11.5 Such repair, replacement or refund shall be provided by the Seller within 14 days 30 Working Days of the Seller being notified of the defectdefect provided it is notified within 30 Working Days of the defect becoming apparent or when it should reasonably have become apparent to the Buyer. 12.7 Subject to clause 12.4, the Company's Liability to the Seller under this Contract shall not exceed the amount payable by the Company to the Seller in respect of the relevant order to which the claim relates. 12.8 11.6 The Seller shall indemnify and keep indemnified the Company Buyer in full against any and all Liability (including legal costs on a full indemnity basis) awarded against, incurred and/or suffered by the Company Buyer as a result of or in connection with: 12.8.1 11.6.1 breach of any warranty given by the Seller in relation to the Goods and/or Services; 12.8.2 11.6.2 any claim that the Goods infringe or their importation, use or resale infringes the patent, copyright, design right, trade xxxx mark or other intellectual property rights of any other person except to the extent that the claim arises from compliance with any Specification specification supplied and/or approved by the CompanyBuyer; 12.8.3 11.6.3 any liability under the Consumer Protection Act 1987 in respect of the Goods; 11.6.4 any act or omission of the Seller or its employees, agents or permitted sub-contractors in supplying, delivering and/or installing the Goods; and/or Spirotech SRD Group Limited Terms and Conditions of Purchaseand/or 12.8.4 11.6.5 any act or omission of any of the Seller's ’s personnel in connection with the performance of the Services. 12.9 The Company shall be entitled to demand the Seller to hold liability insurance at a specified minimum amount and the Seller shall provide to the Company on demand full particulars of all relevant insurance held as well as proof of payment of the then current premium.