Common use of Warranties and Remedies Clause in Contracts

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and reintegration of replacement Deliverables. 15.5 As requested by Buyer, Supplier will correct any defects or deficiencies in Deliverables at no cost to Buyer and subject to subsequent acceptance or rejection by Buyer. If Supplier fails to remedy or replace the defective Deliverables within a reasonable time, Buyer is entitled to, at its option: (i) remedy the defects itself or employ a third party to do so at Supplier's expense or (ii) replace them with goods from a third party at Supplier’s expense, hereunder claim compensation for any costs and price difference related to a substitution purchase. The same shall apply if awaiting Supplier's remedy will cause substantial inconvenience to Buyer. 15.6 Buyer is entitled to claim compensation for all Losses suffered due to defects to the extent possible pursuant to applicable law. For the avoidance of doubt, Losses include but is not limited to, costs related to i) investigating, limiting and mitigating defects and other warranty breaches and any effects thereof (hereunder costs relating to changes in production output patterns); and ii) internal and outsourced repair work or support, hereunder the use or rental of equipment and machinery. 15.7 Buyer may terminate the Agreement if a defect (or failure to rectify such defect) constitutes a material breach of the Agreement. In such event, Buyer is entitled to reject Supplier's offer to remedy the defect and/or reperform or replace the Deliverables.

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and reintegration of replacement Deliverables. 15.5 As requested by Buyer, Supplier will correct any defects or deficiencies in Deliverables at no cost to Buyer and subject to subsequent acceptance or rejection by Buyer. If Supplier fails to remedy or replace the defective Deliverables within a reasonable time, Buyer is entitled to, at its option: (i) remedy the defects itself or employ a third party to do so at Supplier's expense or (ii) replace them with goods from a third party at Supplier’s expense, hereunder claim compensation for any costs and price difference related to a substitution purchase. The same shall apply if awaiting Supplier's remedy will cause substantial inconvenience to Buyer. 15.6 Buyer is entitled to claim compensation for all Losses suffered due to defects to the extent possible pursuant to applicable law. For the avoidance of doubt, Losses include but is not limited to, costs related to i) investigating, limiting and mitigating defects and other warranty breaches and any effects thereof (hereunder costs relating to changes in production output patterns); and ii) internal and outsourced repair work or support, hereunder the use or rental of equipment and machinery.to 15.7 Buyer may terminate the Agreement if a defect (or failure to rectify such defect) constitutes a material breach of the Agreement. In such event, Buyer is entitled to reject Supplier's offer to remedy the defect and/or reperform or replace the Deliverables.

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and reintegration of replacement Deliverables. 15.5 As requested by BuyerXxxxx, Supplier will correct any defects or deficiencies in Deliverables at no cost to Buyer and subject to subsequent acceptance or rejection by BuyerXxxxx. If Supplier fails to remedy or replace the defective Deliverables within a reasonable time, Buyer is entitled to, at its option: (i) remedy the defects itself or employ a third party to do so at Supplier's expense or (ii) replace them with goods from a third party at Supplier’s expense, hereunder claim compensation for any costs and price difference related to a substitution purchase. The same shall apply if awaiting Supplier's remedy will cause substantial inconvenience to Buyer. 15.6 Buyer is entitled to claim compensation for all Losses suffered due to defects to the extent possible pursuant to applicable law. For the avoidance of doubt, Losses include but is not limited to, costs related to i) investigating, limiting and mitigating defects and other warranty breaches and any effects thereof (hereunder costs relating to changes in production output patterns); and ii) internal and outsourced repair work or support, hereunder the use or rental of equipment and machinery. 15.7 Buyer may terminate the Agreement if a defect (or failure to rectify such defect) constitutes a material breach of the Agreement. In such event, Buyer Xxxxx is entitled to reject Supplier's offer to remedy the defect and/or reperform or replace the Deliverables.

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and reintegration of replacement Deliverables. 15.5 As requested by BuyerXxxxx, Supplier will correct any defects or deficiencies in Deliverables at no cost to Buyer and subject to subsequent acceptance or rejection by BuyerXxxxx. If Supplier fails to remedy or replace the defective Deliverables within a reasonable time, Buyer is entitled to, at its option: (i) remedy the defects itself or employ a third party to do so at Supplier's expense or (ii) replace them with goods from a third party at Supplier’s expense, hereunder claim compensation for any costs and price difference related to a substitution purchase. The same shall apply if awaiting Supplier's remedy will cause substantial inconvenience to Buyer. 15.6 Buyer is entitled to claim compensation for all Losses suffered due to defects to the extent possible pursuant to applicable law. For the avoidance of doubt, Losses include but is not limited to, costs related to i) investigating, limiting limiting, and mitigating defects and other warranty breaches and any effects thereof (hereunder costs relating to changes in production output patterns); and ii) internal and outsourced repair work or support, hereunder the use or rental of equipment and machinery. 15.7 Buyer may terminate the Agreement if a defect (or failure to rectify such defect) constitutes a material breach of the Agreement. In such event, Buyer Xxxxx is entitled to reject Supplier's offer to remedy the defect and/or reperform or replace the Deliverables.

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and reintegration of replacement Deliverables. 15.5 As requested by BuyerXxxxx, Supplier will correct any defects or deficiencies in Deliverables at no cost to Buyer and subject to subsequent acceptance or rejection by BuyerXxxxx. If Supplier fails to remedy or replace the defective Deliverables within a reasonable time, Buyer is entitled to, at its option: (i) remedy the defects itself or employ a third party to do so at Supplier's expense or (ii) replace them with goods from a third party at Supplier’s expense, hereunder claim compensation for any costs and price difference related to a substitution purchase. The same shall apply if awaiting Supplier's remedy will cause substantial inconvenience to Buyer. 15.6 Buyer is entitled to claim compensation for all Losses suffered due to defects to the extent possible pursuant to applicable law. For the avoidance of doubt, Losses include but is not limited to, costs related to i) investigating, limiting and mitigating defects and other warranty breaches and any effects thereof (hereunder costs relating to changes in production output patterns); and ii) internal and outsourced repair work or support, hereunder the use or rental of equipment and machinery.to 15.7 Buyer may terminate the Agreement if a defect (or failure to rectify such defect) constitutes a material breach of the Agreement. In such event, Buyer Xxxxx is entitled to reject Supplier's offer to remedy the defect and/or reperform or replace the Deliverables.

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and reintegration of replacement Deliverables.the 15.5 As requested by Buyer, Supplier will correct any defects or deficiencies in Deliverables at no cost to Buyer and subject to subsequent acceptance or rejection by Buyer. If Supplier fails to remedy or replace the defective Deliverables within a reasonable time, Buyer is entitled to, at its option13.3 Auf xxxxx Rechnungen ist Folgendes anzugeben und/oder beizufügen: (i) remedy the defects itself or employ a third party to do so at Supplier's expense or eindeutige Beschreibung, worauf sich der Rechnungsbetrag bezieht; (ii) replace them with goods from a third party at Supplier’s expenseVertrags- und Bestellnummern sowie andere vereinbarte Referenzen; (iii) alle Zollrechnungen und Herkunftsnachweise (soweit anwendbar); und (iv) sonstige Anforderungen, hereunder claim compensation for any costs and price difference related to a substitution purchasedie im Vertrag oder den entsprechenden Bestellungen festgelegt sind. The same shall apply if awaiting Supplier's remedy will cause substantial inconvenience to BuyerDer Erwerber ist berechtigt, Rechnungen zurückzugeben, die diesen Anforderungen nicht entsprechen. 15.6 Buyer is entitled to claim compensation for all Losses suffered due to defects to the extent possible pursuant to applicable law13.4 Sofern der Erwerber die Lieferungen / Leistungen nach Zeit und/oder Xxxxx bezahlt, hat der Lieferer dafür zu xxxxxx, dass der Lieferer die Zeit und/oder Xxxxx fortlaufend registriert und vom Erwerber bestätigen lässt. For the avoidance of doubt, Losses include but is not limited to, costs related to i) investigating, limiting and mitigating defects and other warranty breaches and any effects thereof (hereunder costs relating to changes in production output patterns); and ii) internal and outsourced repair work or support, hereunder the use or rental of equipment and machineryEinzelheiten zu registrierten und bestätigten Zeiten und/oder Mengen sind der jeweiligen Rechnung beizufügen. 15.7 Buyer may terminate the Agreement if a defect 13.5 Sofern nicht abweichend vereinbart, gelten die vereinbarten Preise für die Laufzeit des Vertrages einschließlich aller Kosten im Zusammenhang mit der Bearbeitung, Verpackung, Transport und Versicherung, Zölle und anfallender Steuern. Ohne vorherige schriftliche Zustimmung des Käufers ist keinerlei Preiserhöhung zulässig, gleichviel ob aufgrund höherer Material-, Arbeits- oder Transportkosten oder aus anderen Xxxxxxx. Der Erwerber akzeptiert keine zusätzlichen Rechnungsgebühren (or failure to rectify such defectoder ähnliches) constitutes a material breach of the Agreementund zahlt diese auch nicht. 13.6 Der Erwerber ist berechtigt, Vorauszahlungen und aufgelaufenen Schadensersatz sowie sonstige Summen, die der Lieferer dem Erwerber schuldet, von Rechnungen des Lieferers in Abzug zu bringen. In such eventStreitige oder nicht ordnungsgemäß dokumentierte Beträge können entweder bis zur Klärung zurückgehalten oder mit den Rechnungen des Lieferers verrechnet werden. 13.7 Der Erwerber ist berechtigt, Buyer is entitled to reject Supplier's offer to remedy the defect and/or reperform or replace the Deliverablesalle Zahlungen für erstattungsfähige Arbeit bis zwei Jahre nach Erhalt einer Schlussrechnung in den Geschäftsräumen des Lieferers zu prüfen. Solche Prüfungen sind durch einen unabhängigen Dritten auszuführen, der den üblichen Vertraulichkeitspflichten unterliegt. Sofern eine Prüfung Ungenauigkeiten, Überberechnungen oder andere zu Lasten des Erwerbers gehende Verstöße des Lieferers gegen den Vertrag aufdeckt, hat der Lieferer gegen den Erwerber zusätzlich zu den zu gewährenden Erstattungen einen Anspruch darauf, dass der Lieferer die angemessenen Kosten erstattet, die mit einer solchen Prüfung verbunden sind.