WARRANTIES BY SUPPLIER. 6.1 The Supplier warrants that the Goods will:
6.1.1 be of good merchantable quality and fit for their purpose;
6.1.2 be new, unless otherwise notified in writing by the Supplier;
6.1.3 conform with the description and the Specifications in the Purchase Order; and
6.1.4 throughout the Warranty Period, operate in accordance with the Specifications, and otherwise in accordance with the operation of similar products.
6.2 If any Goods are found to be defective or do not comply with clause 6.1.1 to 6.1.4 and the Council notifies the Supplier of the defect during the Warranty Period, the Supplier must, at its own cost, promptly replace the Products and deliver it to the Council.
6.3 Failing rectification by the Supplier, the Council may rectify defects at the cost of the Supplier.
WARRANTIES BY SUPPLIER. 6.1. Supplier warrants, represents and undertakes vis-à-vis ESL that
6.1.1. it has not entered into and will not enter into any agreement with any third party inconsistent with the provisions of this Agreement;
6.1.2. it is a company validly formed and it has been in continuous existence since its formation;
6.1.3. it has and shall have the full right, title and authority to enter into this Agreement and to accept and perform the obligations, undertakings, covenants, warranties, representations and agreements as stipulated to be performed by Supplier pursuant to this Agreement;
6.1.4. this Agreement has been duly authorized by the board of directors of Supplier and no other corporate action is, or will at any time be, necessary to authorize the signature of, and entry into, this Agreement or the performance of any action contemplated by this Agreement;
6.1.5. as at the date of conclusion of this Agreement, there is no applicable law in force which prevents or imposes any restriction on Supplier in complying with its obligations under this Agreement, and, to the best of Supplier's knowledge and belief after Supplier having made all due and proper enquiries, no such restriction is due to come into force during the contractual term; and
6.1.6. it complies with all relevant legal provisions, and, insofar as it is utilizing third parties for the provision of cooperation services, it ensures their compliance with such provisions and regulations;
6.1.7. all information and materials provided by Supplier are true, accurate and not misleading in any respect.
6.2. Supplier represents and warrants (i) to neither challenge any rights granted, nor (ii) to induce or to support any challenges by third parties. In addition, Supplier represents and undertakes not to have copyrights, trademark rights (including all types of brands, domain names, icons and symbols) and/or any other type of intellectual property rights registered or protected, neither by itself nor by third parties, that could possibly impair (i) the rights granted or any other right granted to Supplier under the Agreement. Supplier shall undertake to inform ESL without undue delay in writing of infringements of such rights and/or preparations or contemplations by third parties to commit such acts of infringements.
6.3. Supplier shall indemnify and hold harmless and keep indemnified ESL as well as ESL’s officers, employers and agents against any claims, actions, damages, expenses, other losses and/or costs in...
WARRANTIES BY SUPPLIER. Supplier shall be responsible for the material and workmanship of all Products supplied hereunder, and shall warrant that such Product(s) shall be free from defects in material and workmanship. The Supplier's obligation under this warranty is limited to repairing or replacing, at the Supplier's discretion, any Product which the Supplier, upon examination, determines to be defective. This warranty shall only apply to defects due to defective material and/or poor workmanship. This warranty shall not apply to defects that may arise from: (i) normal wear and tear; (ii) improper operation or handling, negligence, improper use, and improper maintenance; and (iii) any unauthorized modification of the Product(s) or any part thereof. In order to submit a warranty claim, the Buyer must provide a complete record of historical data requested by the Supplier from the stack records for analysis. This data must include: water purity, pressure, stack current and voltage, temperature, H2 production values, and all other data recorded by the system PLC. If the Buyer cannot provide this real-time data for the lifetime of the stack for any reason, a warranty claim will not be accepted by the Supplier. While processing a warranty claim, the Supplier will analyze historical system data, and will inspect stack(s)/system to confirm proper operation, handling and safety. It is the responsibility of the Buyer to pay close attention to important guidance in the stack / system manual relating to safe and acceptable operation of the equipment. As an illustration, If the stack / system has been operated at higher operating temperatures or with lower quality water than specified in the manual a warranty claim will not be accepted by the Supplier. The stack I system manual is the only official source of approved operating instructions for the stack / system. You should always follow the instructions and procedures in the manual. If you receive any instruction from a service engineer or a company official that varies from the instructions in the manual, this must be documented in writing and approved by Giner ELX engineering management before you implement. All shipment costs incurred in connection with the delivery of a Product to the Supplier pursuant to this warranty shall be for the account of the Buyer. All shipment costs incurred in connection with the delivery of a returned Product or a replacement thereof to the Buyer pursuant to this warranty shall be for the account of the Suppl...
WARRANTIES BY SUPPLIER. Supplier shall be responsible for the material and workmanship of all Products supplied hereunder, and shall warrant that such Product(s) shall be free from defects in material and workmanship. The Supplier's obligation under this warranty Is limited to repairing or replacing, at the Supplier's discretion, any Product which the Supplier, upon examination, determines to be defective. This warranty shall only apply to defects due to defective material and/or poor workmanship. This warranty shall not apply to defects that may arise from: (i) normal wear and tear; (ii) improper operation or handling, negligence, improper use, and improper maintenance; and (iii) any unauthorized modification of the Product(s) or any part thereof. All shipment costs incurred in connection with the delivery of a Product to the Supplier pursuant to this warranty shall be for the account of the Buyer. All shipment costs incurred in connection with the delivery of a returned Product or a replacement thereof to the Buyer pursuant to this warranty shall be for the account of the Supplier. In the event that the Supplier furnishes separate equipment to the Buyer which is not of its manufacture, the limit of the Supplier's liability shall not extend beyond assisting the Buyer in obtaining warranty service from the manufacturer of such equipment. Supplier expressly disclaims au other warranties, express or implied by law, custom or trade, including implied warranties of condition, merchantability or fitness for purpose.
WARRANTIES BY SUPPLIER. The Supplier warrants unconditionally to and in favour of the Export Agent that the Supplier is:
12.1. entitled and able to deliver the Products to the Export Agent in accordance with the terms of this Agreement, and that no prior cession or other encumbrance in respect of the Products exist in favour of any other person; and
12.2. the owner of the Products or is authorised by the owner of the Products to deliver the Products to the Export Agent to be marketed and sold by the Export Agent on its behalf in accordance with the terms of this Agreement.
12.3. is not bound to any license agreement in respect of the production of a specific variety that would prohibit the Supplier from supplying the Products to the Export Agent in terms of this Agreement.
WARRANTIES BY SUPPLIER. 8.1. The Supplier warrants that the Product will:
8.1.1. consist of materials/products that are of good merchantable quality and fit for their purpose;
8.1.2. consist of new materials, unless otherwise notified in writing by the Supplier;
8.1.3. conform with the description and the Specifications in the Purchase Order; and
8.1.4. throughout the Warranty Period, operate in accordance with any specifications set out in the Purchase Order, and otherwise in accordance with the operation of similar products.
8.2. If the Product is found to be defective or does not comply with clauses 8.1.1 to 8.1.4 and the Council notifies the Supplier of the defect during the Warranty Period, the Supplier must, at its own cost, promptly replace the Product and deliver it to the Council, or promptly rectify any defects in the Product.
8.3. Failing rectification by the Supplier, the Council may rectify defects at the cost of the Supplier.
WARRANTIES BY SUPPLIER. Supplier represents and warrants that:
a. All Products shall meet the descriptions, specifications, and performance standards provided in Exhibit A and elsewhere in this Agreement.
b. Supplier has the necessary right, title, and interest to provide Products, Products will be free of liens and encumbrances, and Products do not infringe any third party intellectual property rights.
c. During the Term of this Agreement, for those Products that have already been supplied to a Hotel or Hotel Affiliate, Supplier shall (i) promptly correct any non-conforming or defective Products at no additional cost to Hotel or Hotel Affiliate; or (ii) at Hotel or Hotel Affiliate’s option, Supplier shall promptly repair, replace, or refund the amount paid for such Products. Supplier shall bear the cost of shipping and shall bear the risk of loss of all defective or non-conforming Products while in transit.
WARRANTIES BY SUPPLIER. In addition to the Warranties provided for under the Agreement, SUPPLIER warrants that all goods shall Seller represents that with respect to all materials, supplies and equipment (herein collectively referred to as "materials") delivered and services furnished hereunder: (i) title shall be good, merchantable, rightful and the materials free of any security interest, lien or encumbrance; (ii) that materials will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by CUSTOMER, be fit for the purpose for which they are purchased and will meet the specifications, if any, and that Seller's services will be performed in a skillful and workmanlike manner; and (iii) the materials, the process by which they are made, the M&SA Appendix 4 - Form of Purchase Order 4 use for which they are designed by Seller and CUSTOMER's use of the materials will not infringe any patent, trademark, copyright or other rights of any third parties (“Intellectual Property Rights"). This express warranty shall not be deemed waived by reason of either or both the receipt of the materials and payment therefore by CUSTOMER. The foregoing is in addition to any and all other express or implied warranties applicable to the materials purchased hereunder.
WARRANTIES BY SUPPLIER. 6.1. Supplier warrants, represents and undertakes vis-à-vis ESL that:
6.1.1. it has not entered into and will not enter into any agreement with any third party inconsistent with the provisions of this Agreement;
6.1.2. it is a company validly formed and it has been in continuous existence since its formation;
WARRANTIES BY SUPPLIER. 5.1. The Goods shall be without fault and of good design, quality, material, and workmanship, be manufactured in accordance with Best Industry Practice and conform as to quantity, quality and description with the particulars stated in the Order and/or any specification provided by the Supplier and/or any samples, patterns or other descriptions provided.
