Common use of Warranties, Liabilities and Indemnities Clause in Contracts

Warranties, Liabilities and Indemnities. 16.1 Where applicable, Goods shall be installed in accordance with the Company’s supplier recommended fixing procedures as included with the product installation instructions available on request from your customer service representative. 16.2 The Company acknowledges that consumer legislation contains certain guarantees for the supply of goods or services that cannot be excluded, restricted or modified by these Conditions. For example, for Consumers: a) Goods come with non-excludable guarantees that they are of acceptable quality and fit for the purpose for which they are commonly acquired or for a purpose made known to the Company and based on which the goods are supplied; and b) Services come with non-excludable warranties that they will be provided with due care and skill and are fit for the purpose for which they are commonly acquired or for a purpose made known to the Company and based on which the services are supplied. Nothing in these Conditions is intended to excluded or restrict the application of such laws. 16.3 Subject to the rights of Consumers set out in clause 16.2: a) The Company shall not be responsible for the consequence of any representation made or technical advice given by its employees, agents or subcontractors in connection with the design, installation and use of the Goods, and the Purchaser agrees that all such advice is accepted by the Purchaser entirely at the Purchaser’s risk; b) Or as otherwise expressly specified in the terms of any applicable written warranty provided by the Company, the Company’s liability to the Purchaser (whether arising under statute, contract, tort [including negligence], equity or otherwise) for any defect in the Goods, or the supply of the Goods, is limited, at the Company’s option, to: i) In the case of Goods, the repair of the Goods, the replacement of the Goods or paying for the cost of repair or replacement of the Goods; or ii) In the case of services, the re-supply of services or paying for the cost of re-supplying the services; c) And also subject to clause 16.3(b), the Company is not liable to the Purchaser or anyone else in connection with the Goods or the supply of the Goods or with these Conditions (including any changes to the Conditions), including without limitation for: i) Any losses, costs, damages, expenses, claims, demands, actions, suits or proceedings (including without limitation for damage to the Goods or injury to any person) arising from: • the loading, unloading or delivery of the Goods; • a failure to deliver, or delay in delivering, the Goods; • a failure to install the Goods in accordance with the company’s recommended fixing procedures as published from time to time; • the removal of defective Goods or the installation of replacement Goods; or • the use of any tool or equipment loaned or hired out by the Company; ii) Any direct, indirect or consequential loss or damage, any loss of actual or anticipated savings, opportunity, revenue, profit or goodwill, or other economic loss; and iii) Any claim, action or proceeding by a third party against the Purchaser (or any loss, damages or liability incurred or suffered by the Purchaser as a result of any such claim, action or proceeding); and d) The Purchaser indemnifies the Company from and against all losses, damages, costs and expenses suffered or incurred by the Company, and all claims, demands, suits, actions or proceedings made or brought against the Company arising out of: i) The Company’s use of or reliance on any materials, design, drawing or specification provided to the Company by the Purchaser (including any allegation or claim that any such use or reliance by the Company infringes the intellectual property rights of any person); ii) Any loss or damage caused by or during the processing of materials supplied to the Company by the Purchaser; or iii) Any loss or damage caused by any tool or equipment, or the use of any tool or equipment, hired out by the Company to the Purchaser, except if you are a Purchaser under a Consumer Contract and such loss or damage arises from the negligence or wilful misconduct of the Company, or any of its officers, employees or agents.

Warranties, Liabilities and Indemnities. 16.1 Where applicable, 8.1 The Supplier warrants to the Company that the Goods and/or Services: 8.1.1 shall be installed new, as specified in accordance with the Company’s supplier recommended fixing procedures as included with PO and conform to any applicable Specifications, samples and standards; 8.1.2 shall be merchantable, of the product installation instructions available on request from your customer service representative. 16.2 The Company acknowledges that consumer legislation contains certain guarantees for the supply of goods or services that cannot be excluded, restricted or modified by these Conditions. For example, for Consumers: a) Goods come with non-excludable guarantees that they are of acceptable highest quality and fit for any purpose held out by the purpose for which they are commonly acquired Supplier or for a purpose made known to the Company Supplier; 8.1.3 shall be free from apparent and based latent defects in design, material and workmanship; 8.1.4 shall be free from liens or encumbrance on title; 8.1.5 shall comply with all statutory (including license and permit) requirements and regulations relating to the Goods and/or Services, including that of the country in which the goods Goods and/or Services are supplieddelivered or sold; and b) Services come with non-excludable warranties that they will be provided with due care and skill and are fit for the purpose for which they are commonly acquired 8.1.6 shall not infringe any patent, trademark, copyright, or for a purpose made known other intellectual property right. 8.2 The Supplier warrants to the Company that all Services will be performed in accordance with best industry practice and based on which with the services are supplied. Nothing high degree of professional skill, care and diligence that may reasonably be expected of a skilled, professional person, suitably qualified and experienced in these Conditions is intended to excluded or restrict the application performance of such lawsthe Services. 16.3 Subject 8.3 The Supplier warrants to the rights Company that it is compliant with all Law and that it has authority to enter into, perform and observe its obligations under this Agreement. 8.4 The Supplier warrants to the Company that it shall comply with all Law and all applicable industry standards and codes of Consumers set out conduct in clause 16.2performing the obligations under this Agreement. 8.5 Without limiting any other right or remedy of the Company, in the event of any breach of the terms of this Agreement by the Supplier including non-conforming Goods and/or Services or failure to deliver/perform by the due date, the Company shall be entitled to: a) The Company shall not be responsible 8.5.1 Require the Supplier to repair the Goods or to supply replacement Goods and/or Services in accordance with this Agreement within 7 days; and/or 8.5.2 Reject the Goods and/or Services or, in the case of failure to deliver/perform by the due date, reject any subsequent delivery/performance of the Goods and/or Services; and/or 8.5.3 Cancel the PO in respect of all or part of the Goods and/or Services and/or terminate this Agreement; and/or 8.5.4 Require prompt repayment by the Supplier of all or part of the Price which has been paid; and/or 8.5.5 Purchase replacement Goods and/or Services elsewhere and charge the Supplier with any loss incurred thereon; and/or 8.5.6 Claim damages and indemnity for the consequence any loss incurred as a result of any representation made or technical advice given by its employees, agents or subcontractors in connection with the design, installation and use Supplier’s breach of the Goods, and the Purchaser agrees that all such advice is accepted by the Purchaser entirely at the Purchaser’s risk;this Agreement. b) Or as otherwise expressly specified in the terms of any applicable written warranty provided by the Company, the Company’s liability to the Purchaser (whether arising under statute, contract, tort [including negligence], equity or otherwise) for any defect in the Goods, or the supply of the Goods, is limited, at the Company’s option, to: i) In the case of Goods, the repair of the Goods, the replacement of the Goods or paying for the cost of repair or replacement of the Goods; or ii) In the case of services, the re-supply of services or paying for the cost of re-supplying the services; c) And also subject to clause 16.3(b), 8.6 The Supplier shall indemnify the Company is not liable to the Purchaser or anyone else in connection with the Goods or the supply of the Goods or with these Conditions (including any changes to the Conditions), including without limitation for: i) Any losses, costs, damages, expenses, claims, demands, actions, suits or proceedings (including without limitation for damage to the Goods or injury to any person) arising from: • the loading, unloading or delivery of the Goods; • a failure to deliver, or delay in delivering, the Goods; • a failure to install the Goods in accordance with the company’s recommended fixing procedures as published from time to time; • the removal of defective Goods or the installation of replacement Goods; or • the use of any tool or equipment loaned or hired out by the Company; ii) Any direct, indirect or consequential loss or damage, any loss of actual or anticipated savings, opportunity, revenue, profit or goodwill, or other economic loss; and iii) Any claim, action or proceeding by a third party against the Purchaser (or any loss, damages or liability incurred or suffered by the Purchaser as a result of any such claim, action or proceeding); and d) The Purchaser indemnifies the Company from and full against all lossesliability, loss, damages, costs and expenses suffered or incurred by the Company(including legal expenses), claims, proceedings, demands, and all claims, demands, suits, actions or proceedings made or brought against the Company other liabilities of whatsoever nature arising out ofof or in connection with: i) The Company’s use 8.6.1 Breach of or reliance on any materials, design, drawing or specification provided to the Company warranty given by the Purchaser (including Supplier or any allegation or other terms of this Agreement by the Supplier; 8.6.2 Any claim that any such the Goods and/or Services infringe, or their importation, use or reliance by the Company infringes the resale, infringe any intellectual property rights of any other person); ii) 8.6.3 Any loss liability under any Law; and 8.6.4 Any act or damage caused by omission of the Supplier or during its Related Persons in connection with the processing delivery and/or performance of materials supplied the Goods and/or Services. 8.7 The Supplier shall extend all warranties it receives from its vendors to the Company and/or to the Company’s customers as requested by the Purchaser; orCompany. iii) Any loss 8.8 This provision shall survive termination or damage caused by any tool or equipment, or the use of any tool or equipment, hired out by the Company to the Purchaser, except if you are a Purchaser under a Consumer Contract and such loss or damage arises from the negligence or wilful misconduct completion of the Company, or any of its officers, employees or agentsAgreement.

Warranties, Liabilities and Indemnities. 16.1 Where applicable, Goods shall be installed in accordance with the Company’s supplier recommended fixing procedures as included with the product installation instructions available on request from your customer service representative. 16.2 The Company acknowledges that consumer legislation contains certain guarantees for the supply of goods or services that cannot be excluded, restricted or modified by these Conditions. For example, for Consumers: a) Goods come with non-excludable guarantees that they are of acceptable quality and fit for the purpose for which they are commonly acquired or for a purpose made known to the Company and based on which the goods are supplied; and b) Services come with non-excludable warranties that they will be provided with due care and skill and are fit for the purpose for which they are commonly acquired or for a purpose made known to known c) To the Company and based on which the services are supplied. . d) Nothing in these Conditions is intended to excluded or restrict the application of such laws. 16.3 Subject to the rights of Consumers set out in clause 16.2: a) The Company shall not be responsible for the consequence of any representation made or technical advice given by its employees, agents or subcontractors in connection with the design, installation and use of the Goods, and the Purchaser agrees that all such advice is accepted by the Purchaser entirely at the Purchaser’s risk; b) Or as otherwise expressly specified in the terms of any applicable written warranty provided by the Company, the Company’s liability to the Purchaser (whether arising under statute, contract, tort [including negligence], equity or otherwise) for any defect in the Goods, or the supply of the Goodsgoods, is limited, at the Company’s option, to: i) i. In the case of Goods, the repair of the Goods, the replacement of the Goods or paying for the cost of repair or replacement of the Goods; or ii) . In the case of services, the re-supply of services or paying for the cost of re-re- supplying the services; c) And also subject to clause 16.3(b), the Company is not liable to the Purchaser or anyone else in connection with the Goods or the supply of the Goods or with these Conditions (including any changes to the Conditions), including without limitation for: i) i. Any losses, costs, damages, expenses, claims, demands, actions, suits or proceedings (including Including without limitation for damage to the Goods or injury to any person) arising from: • the The loading, unloading or delivery of the Goods; • a A failure to deliver, or delay in delivering, the Goods; • a failure to install the Goods in accordance with the company’s recommended fixing procedures as published from time to time; • the The removal of defective Goods or the installation of replacement Goods; or • the The use of any tool or equipment loaned or hired out by the Company; ii) . Any direct, indirect or consequential loss or damage, any loss of actual or anticipated savings, opportunity, revenue, profit or goodwill, or other economic loss; and iii) . Any claim, action or proceeding by a third party against the Purchaser (or any loss, damages Damages or liability incurred or suffered by the Purchaser as a result of any such claim, action or proceeding); and d) The Purchaser indemnifies the Company from and against all losses, damages, costs and expenses suffered or incurred by the Company, and all claims, demands, suits, actions or proceedings made or brought against the Company arising out of: i) i. The Company’s use of or reliance on any materials, design, drawing or specification provided to the Company by the Purchaser (including any allegation or claim that any such use or reliance by the Company infringes the intellectual property rights of any personPerson); ii) . Any loss or damage caused by or during the processing of materials supplied to the iii. Company by the Purchaser; or iii) iv. Any loss or damage caused by any tool or equipment, or the use of any tool or equipment, hired out by the Company to the Purchaser, except if you are a Purchaser under a Consumer Contract and such loss or damage arises from the negligence or wilful willful misconduct of the Company, or any of its officers, employees or agents.

Warranties, Liabilities and Indemnities. 16.1 Where applicable, 8.1 The Seller warrants to the Company that the Goods and/or Services: 8.1.1 shall be installed new, as specified in accordance with the Company’s supplier recommended fixing procedures as included with PO and conform to any applicable Specifications, samples and standards; 8.1.2 shall be merchantable, of the product installation instructions available on request from your customer service representative. 16.2 The Company acknowledges that consumer legislation contains certain guarantees for the supply of goods or services that cannot be excluded, restricted or modified by these Conditions. For example, for Consumers: a) Goods come with non-excludable guarantees that they are of acceptable highest quality and fit for any purpose held out by the purpose for which they are commonly acquired Seller or for a purpose made known to the Company Seller; 8.1.3 shall be free from apparent and based latent defects in design, material and workmanship; 8.1.4 shall be free from liens or encumbrance on title; 8.1.5 shall comply with all statutory (including license and permit) requirements and regulations relating to the Goods and/or Services, including that of the country in which the goods Goods and/or Services are supplieddelivered or sold; and b) Services come with non-excludable warranties that they will be provided with due care and skill and are fit for the purpose for which they are commonly acquired 8.1.6 shall not infringe any patent, trademark, copyright, or for a purpose made known other intellectual property right. 8.2 The Seller warrants to the Company that all Services will be performed in accordance with best industry practice and based on which with the services are supplied. Nothing high degree of professional skill, care and diligence that may reasonably be expected of a skilled, professional person, suitably qualified and experienced in these Conditions is intended to excluded or restrict the application performance of such lawsthe Services. 16.3 Subject 8.3 The Seller warrants to the rights Company that it is compliant with all Law and that it has authority to enter into, perform and observe its obligations under this Agreement. 8.4 The Seller warrants to the Company that it shall comply with all Law and all applicable industry standards and codes of Consumers set out conduct in clause 16.2performing the obligations under this Agreement. 8.5 Without limiting any other right or remedy of the Company, in the event of any breach of the terms of this Agreement by the Seller including non-conforming Goods and/or Services or failure to deliver/perform by the due date, the Company shall be entitled to: a) The Company shall not be responsible 8.5.1 Require the Seller to repair the Goods or to supply replacement Goods and/or Services in accordance with this Agreement within 7 days; and/or 8.5.2 Reject the Goods and/or Services or, in the case of failure to deliver/perform by the due date, reject any subsequent delivery/performance of the Goods and/or Services; and/or 8.5.3 Cancel the PO in respect of all or part of the Goods and/or Services and/or terminate this Agreement; and/or 8.5.4 Require prompt repayment by the Seller of all or part of the Price which has been paid; and/or 8.5.5 Purchase replacement Goods and/or Services elsewhere and charge the Seller with any loss incurred thereon; and/or 8.5.6 Claim damages and indemnity for the consequence any loss incurred as a result of any representation made or technical advice given by its employees, agents or subcontractors in connection with the design, installation and use Seller’s breach of the Goods, and the Purchaser agrees that all such advice is accepted by the Purchaser entirely at the Purchaser’s risk;this Agreement. b) Or as otherwise expressly specified in the terms of any applicable written warranty provided by the Company, the Company’s liability to the Purchaser (whether arising under statute, contract, tort [including negligence], equity or otherwise) for any defect in the Goods, or the supply of the Goods, is limited, at the Company’s option, to: i) In the case of Goods, the repair of the Goods, the replacement of the Goods or paying for the cost of repair or replacement of the Goods; or ii) In the case of services, the re-supply of services or paying for the cost of re-supplying the services; c) And also subject to clause 16.3(b), 8.6 The Seller shall indemnify the Company is not liable to the Purchaser or anyone else in connection with the Goods or the supply of the Goods or with these Conditions (including any changes to the Conditions), including without limitation for: i) Any losses, costs, damages, expenses, claims, demands, actions, suits or proceedings (including without limitation for damage to the Goods or injury to any person) arising from: • the loading, unloading or delivery of the Goods; • a failure to deliver, or delay in delivering, the Goods; • a failure to install the Goods in accordance with the company’s recommended fixing procedures as published from time to time; • the removal of defective Goods or the installation of replacement Goods; or • the use of any tool or equipment loaned or hired out by the Company; ii) Any direct, indirect or consequential loss or damage, any loss of actual or anticipated savings, opportunity, revenue, profit or goodwill, or other economic loss; and iii) Any claim, action or proceeding by a third party against the Purchaser (or any loss, damages or liability incurred or suffered by the Purchaser as a result of any such claim, action or proceeding); and d) The Purchaser indemnifies the Company from and full against all lossesliability, loss, damages, costs and expenses suffered or incurred by the Company(including legal expenses), claims, proceedings, demands, and all claims, demands, suits, actions or proceedings made or brought against the Company other liabilities of whatsoever nature arising out ofof or in connection with: i) The Company’s use 8.6.1 Breach of or reliance on any materials, design, drawing or specification provided to the Company warranty given by the Purchaser (including Seller or any allegation or other terms of this Agreement by the Seller; 8.6.2 Any claim that any such the Goods and/or Services infringe, or their importation, use or reliance by the Company infringes the resale, infringe any intellectual property rights of any other person); ii) 8.6.3 Any loss liability under any Law; and 8.6.4 Any act or damage caused by omission of the Seller or during its Related Persons in connection with the processing delivery and/or performance of materials supplied the Goods and/or Services. 8.7 The Seller shall extend all warranties it receives from its vendors to the Company and/or to the Company’s customers as requested by the Purchaser; orCompany. iii) Any loss 8.8 This provision shall survive termination or damage caused by any tool or equipment, or the use of any tool or equipment, hired out by the Company to the Purchaser, except if you are a Purchaser under a Consumer Contract and such loss or damage arises from the negligence or wilful misconduct completion of the Company, or any of its officers, employees or agentsAgreement.

Warranties, Liabilities and Indemnities. 16.1 Where applicable, Goods shall be installed in accordance with the Company’s supplier recommended fixing procedures as included with the product installation instructions available on request from your customer service representative. 16.2 The Company 17.1 TPCH acknowledges that consumer legislation contains certain guarantees for the supply of goods Goods or services that cannot be excluded, restricted or modified by these Conditionsthis Agreement. For example, for Consumers: (a) Goods come with non-excludable guarantees that they are of acceptable quality and fit for the purpose for which they are commonly acquired or for a purpose made known to the Company TPCH and based on which the goods Goods are supplied; and (b) Services services come with non-excludable warranties that they will be provided with due care and skill and are fit for the purpose for which they are commonly acquired or for a purpose made known to the Company TPCH and based on which the services are supplied. Nothing in these Conditions this Agreement is intended to excluded exclude or restrict the application of such laws. 16.3 Subject 17.2 Except to the rights of Consumers set out extent required by law and as detailed in clause 16.216 of this Agreement, neither TPCH or its affiliates, directors, officers, employees, agents, service providers, contractors, successors or assigns will be liable for any losses, damages, liabilities, claims or expenses (including legal costs and defence or settlement costs) whatsoever, whether in contract, tort (including negligence), statutes or otherwise, arising out of, or in any way related to the supply of Goods. This limitation applies to all direct, indirect, consequential, special, punitive or other losses, damages, liabilities, claims or expenses you or others may suffer, including for loss of profits, TPCH interruption or loss or corruption of data or information. 17.3 TPCH’s liability for a breach of a condition or warranty which is implied by law and cannot be excluded is limited, to the maximum extent possible, to any of the following at TPCH’s option: (a) the supply of the Goods again; or (b) the payment by the cost of having the Goods supplied again or the Goods repaired. 17.4 The Company shall not be responsible for the consequence of any representation made or technical advice given by Hirer agrees to indemnify and hold TPCH, its officers, directors, shareholders, predecessors, successors in interest, employees, agents agents, subsidiaries and affiliates, harmless from any demands, loss, liability, claims or subcontractors expenses (including legal fees), made against TPCH by any third party due to or arising out of or in connection with the design, installation and use of the Goods, and the Purchaser agrees that all such advice is accepted by the Purchaser entirely at the Purchaser’s risk; b) Or as otherwise expressly specified in the terms of any applicable written warranty provided by the Company, the Company’s liability to the Purchaser (whether arising under statute, contract, tort [including negligence], equity or otherwise) for any defect in the Goods, or the supply of the Goods, is limited, at the Company’s option, to: i) In the case of Goods, the repair of the Goods, the replacement of the Goods or paying for the cost of repair or replacement of the Goods; or ii) In the case of services, the re-supply of services or paying for the cost of re-supplying the services; c) And also subject to clause 16.3(b), the Company is not liable to the Purchaser or anyone else in connection with the Goods or the supply of the Goods or with these Conditions (including any changes to the Conditions), including without limitation for: i) Any losses, costs, damages, expenses, claims, demands, actions, suits or proceedings (including without limitation for damage to the Goods or injury to any person) arising from: • the loading, unloading or delivery of the Goods; • a failure to deliver, or delay in delivering, the Goods; • a failure to install the Goods in accordance with the company’s recommended fixing procedures as published from time to time; • the removal of defective Goods or the installation of replacement Goods; or • the use of any tool or equipment loaned or hired out by the Company; ii) Any direct, indirect or consequential loss or damage, any loss of actual or anticipated savings, opportunity, revenue, profit or goodwill, or other economic loss; and iii) Any claim, action or proceeding by a third party against the Purchaser (or any loss, damages or liability incurred or suffered by the Purchaser as a result of any such claim, action or proceeding); and d) The Purchaser indemnifies the Company from and against all losses, damages, costs and expenses suffered or incurred by the Company, and all claims, demands, suits, actions or proceedings made or brought against the Company arising out of: i) The Company’s use of or reliance on any materials, design, drawing or specification provided to the Company by the Purchaser (including any allegation or claim that any such use or reliance by the Company infringes the intellectual property rights of any person); ii) Any loss or damage caused by or during the processing of materials supplied to the Company by the Purchaser; or iii) Any loss or damage caused by any tool or equipment, or the use of any tool or equipment, hired out by the Company to the Purchaser, except if you are a Purchaser under a Consumer Contract and such loss or damage arises from the negligence or wilful misconduct of the Company, or any of its officers, employees or agents.