Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed. 9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use. 9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects. 9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including: (a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated; (b) Secure storage of any credentials using industry standard trusted storage mechanisms; (c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means; (d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of; (e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards; (f) All necessary security updates and patches to the Product on an ongoing basis; and (g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicable. 9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law. 9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 4 contracts
Samples: Purchase Order Agreement, Purchase Order Agreement, Purchase Order
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products and/or Services have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products and/or Services employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 3 contracts
Samples: Purchase Order Agreement, Purchase Order, Purchase Order Agreement
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services goods or services covered by this Purchase Order (ai) conform to the Purchase Order, Specificationsspecifications, drawings, samples, and descriptions furnished to, specified by, to or approved by the Buyer, (bii) are merchantable, of good material and workmanship, and free from defect in materials and design defect; (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (diii) are fit and sufficient for the particular purpose set forth in intended by Buyer and any customer of the SpecificationsBuyer, and (eiv) comply with all guidelines, standards and agreements incorporated and made a part of the Purchase Order and this Terms and Conditions. If Seller has participated in the design of the item or approved the design, Seller also warrants that the items are free of all liens, claims, from defects in title, and encumbrances, including claims of Intellectual Property infringementdesign. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products goods or Servicesservices. If Seller is aware, is made aware or becomes aware that the Products goods or Services services are not appropriate for the use intended by Buyer or that the Specifications specifications given to Seller by Buyer or Buyer’s Customer will result in less than less-than-optimal performance of the Products goods or Servicesservices, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products goods or Services services within the vehicle or product will affect their performance or if anything (different than that called out in the Specificationsprints or specifications) is necessary for the Products goods to perform for the intended use.
9.3 . All Products goods and Services services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products of goods or Services services will not constitute acceptance of the Products goods or Services services or a waiver of any breach of warranty. All types of claims performed by the buyer with regards to the quality standards and warranties contained in this Contract runof the goods and/or Services, and all remedies shall be available toverified by the Seller and the Seller shall replace, or as the case may be, carry out all actions deemed necessary to remedy and/or amend the quality of the Goods and/or the Services, with no additional cost to the Buyer, in accordance with Clause 7 below. The Seller further warrants to the Buyer, its Affiliatessuccessors, assigns and their customers and all such warranties will survive any customers, that the Seller will, at the time of delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect convey to the internet Buyer good title for all Goods covered by the Purchase Order, free and clear of all liens, claims or other network, encumbrances. In the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of event any of the foregoing. Goods is reasonably determined to fail to conform to the warranties set forth in the Purchase Order and this Terms and Conditions, the Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied shall reimburse the Buyer for all losses, costs and damages caused by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiationsnon-conforming Goods.
Appears in 2 contracts
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that meet or exceed industry standards and are designed to protect the Products against unauthorized access to or modification of the Product and hardware or software, as well as any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable by Buyer or its Customers, in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have the ability to access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as applicable. In the event of any unauthorized access to or loss of Personal Information or Highly-Sensitive Personal Information from any Product or if there are indications that upon reasonable assessment should justify Seller’s suspicion of such incident, Seller will (1) immediately implement corrective actions, and if applicable(2) inform Xxxxx within 24 hours of discovery.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 2 contracts
Samples: Purchase Order, Purchase Order Agreement
Warranties of Seller. 9.1 Seller 8.1 Supplier expressly warrants that all that:
(a) All Products and Services (a) will conform to the Purchase Order, applicable Order Document and any Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, ;
(b) All Products are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by SellerSupplier, its subcontractors, SellersSuppliers, or agents, even if the design is approved by Buyer), ;
(c) All Products conform to all applicable Laws, ;
(d) All Products are fit for the particular purpose set forth in the Specifications or, if no particular purpose is stated in the Specifications, and the ordinary purpose for which such Products are used;
(e) All Products are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 8.2 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract Agreement run, and all remedies shall be available to, Buyer, Buyer and its Affiliates, and their customers Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller Supplier hereby waives the objection of delayed of notification of defects.
9.4 8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller Supplier warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as and if applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) Ensuring the manner in which Personal Information will be collected, accessed, used, stored, processed, disposed of, and disclosed comply with applicable Data Protection Laws;
(g) All necessary security updates and patches to the Product on an ongoing basis; and
(gh) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller .
8.4 Supplier further warrants that, following delivery to Buyerexcept as otherwise provided in an Order Document, Seller Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller Supplier shall be deemed to be a Sub-Processor processor or subprocessor of Buyer, and Seller Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 2 contracts
Samples: Indirect Purchasing Terms and Conditions, Indirect Purchasing Terms and Conditions
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), includingrepresents as follows:
(a) Pre-programmed unique passwords or requiring end users As of closing Seller shall be the owner of the fee simple title to change the default username Premises, and set a new password before all of the Product is activated;improvements located thereon, and it will forever warrant and defend the title to said Premises.
(b) Secure storage As of closing, there will be no contracts affecting the Premises, there will be no leases or sub-leases affecting the Premises or any credentials using industry standard trusted storage mechanisms;part thereof (other than a lease dated as of 2018 between the Seller and the City), and there will be no parties in possession of the Premises or any part thereof. Possession of the Premises will be delivered to the Purchaser at closing.
(c) Ensuring Products are securely updateable in a manner that does Seller has no actual knowledge, nor has Seller received any notice of, any violations of law, municipal ordinances or other legal requirements with respect to the Premises. Seller hereby furnishes Purchaser with an authorization to make the necessary searches for any such violations. As of the date hereof, Seller has not impact received any notices from any federal, state or municipal authority, suits, or judgments relating to violations of the Product functionalityPremises of zoning, building, fire, life safety, air pollution, rental controls or health regulations, or any notice or advice from any insurer of the Premises or any part thereof requesting any improvements, alterations, additions, corrections or other work in, on or about the Improvements, whether related to the Premises or to the operations of any occupant thereof. Seller will promptly notify Purchaser if it receives any such as through remote means;notice at or before closing and will pay the cost of correcting any such violations.
(d) Ensuring that To the Products best of Seller’s knowledge, no areas exist or have existed on the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, usedPremises where hazardous substances or waste have been generated, stored, processeddisposed of, released or found, and Seller has no knowledge and has received no notice of the existence of any hazardous substances or waste on the Premises. For purposes of this Agreement, the “hazardous substances or waste” shall mean petroleum, including crude oil or any fraction thereof, flammable explosives, radioactive materials, any material containing polychlorinated biphenyls, and any of the substances defined as “hazardous substances” or “toxic substances” in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., Hazardous Materials Transportation Act, 49 U.S.C. Section 1802, the Resource Conservation and Recovery Act, U.S.C. Section 6901, et seq., or disposed of;any other federal, state, local or other governmental legislation, statute, law, code, rule, regulation or ordinance, identified by its terms as pertaining to the disposal of hazardous substances or waste.
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer ofhas not: (i) the period provided by applicable Law where the Products are used; entered into or (ii) the warranty period Buyer provides been subject to its Customerany consent decree, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warrantycompliance order, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller administrative order with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification Premises or any other claim that may arise from facilities or be related to operations thereon; (ii) received notice under the subject matter citizens suit provision of any of Environmental Law in connection with the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract Premises or any related claim facilities or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.operations thereon;
Appears in 1 contract
Samples: Real Estate Sales Contract
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services for goods covered by the Order that: (a) all goods shall conform to the Purchase OrderSpecifications; shall be fit and sufficient for the purpose intended; merchantable; new; of good material, Specifications, drawings, samples, quality and descriptions furnished to, specified by, or approved by the Buyer, workmanship; and free from defect; (b) are merchantableit has good and marketable title to all goods delivered by it to Koppers hereunder, free and clear of good material all liens, claims and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), encumbrances; (c) conform it has all required patent, trade secret and other proprietary rights in all goods and components thereof as necessary for the manufacture and sale of goods as intended by the Order. In performing services covered by the Order, Seller warrants that: (a) all services furnished by Seller shall be performed
(i) in a diligent, efficient and skillful manner, (ii) to the best of Seller's ability and (iii) at the highest professional standards in the field, to Koppers’ satisfaction; (b) it will perform services on time and in strict accordance with all applicable Lawslaws, codes, ordinances, orders, rules and regulations of all local, state and federal governments and agencies and instrumentalities, including, but not limited to, applicable wage and hour, safety and environmental laws, and all standards and regulations of appropriate regulatory commissions and similar agencies; (c) all services furnished by Seller shall be free of defects; (d) are fit for the particular purpose set forth all services performed by Seller do not and will not give rise to or result in the Specificationsany infringement or misappropriation of any patent, copyright, trade secret or any violation of any other intellectual property right of any third party; and (e) are free it shall not use subcontractors to perform the services except by prior written consent of all liens, claims, defects in titleKoppers, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, only after Seller will ensure that discloses in writing the best technical practices, skills, procedures, care, services to be subcontracted and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration identity of the Products proposed subcontractors. Without limitation and in addition to the foregoing warranties for goods and services: (a) Seller agrees to repair or Servicesremove and replace at its sole cost and expense, all goods or services which are defective or in breach of warranty and (b) Seller shall procure and pass on to Koppers all warranties, guarantees, parts lists and operating instructions received from any manufacturers of goods supplied by Seller under the Order. If Seller is aware that the Products Payment for and inspection, tests, acceptance or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products goods furnished hereunder shall not affect Seller’s obligations under the Order or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products these terms and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warrantyconditions. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, test, acceptance, payment or payment use by BuyerKoppers. Seller hereby waives These warranties are cumulative and in addition to any other warranty, express or implied, provided by law or equity. Any applicable statute of limitations runs from the objection date of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification Koppers’ discovery of the Product and any information collected, contained noncompliance of the goods or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply services with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicableforegoing warranties.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services for goods covered by the Order that: (a) all goods shall conform to the Purchase OrderSpecifications; shall be fit and sufficient for the purpose intended; merchantable; new; of good material, Specifications, drawings, samples, quality and descriptions furnished to, specified by, or approved by the Buyer, workmanship; and free from defect; (b) are merchantableit has good and marketable title to all goods delivered by it to Koppers hereunder, free and clear of good material all liens, claims and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), encumbrances; (c) conform it has all required patent, trade secret and other proprietary rights in all goods and components thereof as necessary for the manufacture and sale of goods as intended by the Order. In performing services covered by the Order, Seller warrants that: (a) all services furnished by Seller shall be performed (i) in a diligent, efficient and skillful manner, (ii) to the best of Seller's ability and (iii) at the highest professional standards in the field, to Koppers’ satisfaction; (b) it will perform services on time and in strict accordance with all applicable Lawslaws, codes, ordinances, orders, rules and regulations of all local, state and federal governments and agencies and instrumentalities, including, but not limited to, applicable wage and hour, safety and environmental laws, and all standards and regulations of appropriate regulatory commissions and similar agencies; (c) all services furnished by Seller shall be free of defects; (d) are fit for the particular purpose set forth all services performed by Seller do not and will not give rise to or result in the Specificationsany infringement or misappropriation of any patent, copyright, trade secret or any violation of any other intellectual property right of any third party; and (e) are free it shall not use subcontractors to perform the services except by prior written consent of all liens, claims, defects in titleKoppers, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, only after Seller will ensure that discloses in writing the best technical practices, skills, procedures, care, services to be subcontracted and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration identity of the Products proposed subcontractors. Without limitation and in addition to the foregoing warranties for goods and services: (a) Seller agrees to repair or Servicesremove and replace at its sole cost and expense, all goods or services which are defective or in breach of warranty and (b) Seller shall procure and pass on to Koppers all warranties, guarantees, parts lists and operating instructions received from any manufacturers of goods supplied by Seller under the Order. If Seller is aware that the Products Payment for and inspection, tests, acceptance or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products goods furnished hereunder shall not affect Seller’s obligations under the Order or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products these terms and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warrantyconditions. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, test, acceptance, payment or payment use by BuyerKoppers. Seller hereby waives These warranties are cumulative and in addition to any other warranty, express or implied, provided by law or equity. Any applicable statute of limitations runs from the objection date of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification Koppers’ discovery of the Product and any information collected, contained noncompliance of the goods or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply services with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicableforegoing warranties.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 9.1 10.1 Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellerssuppliers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, Specifications and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 10.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than less-than-optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 10.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers customers, and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 10.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that meet or exceed industry standards and are designed to protect the Products against unauthorized access to or modification of the Product and hardware or software, as well as any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable by Buyer or its Customers, in a manner that does not impact the Product functionality, such as through remote means;
(dmeans;(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information Data to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information Data that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations regulations, and industry best practices related to the Product or any Data. Data Seller further warrants that, following delivery to Buyer, Seller will not have the ability to access to any Personal Information Data or Highly-Sensitive Personal Information from any Product. If Buyer’s POB is Brazil, and if such access should become possible, Seller shall be deemed to be a Sub-Processor processor (art. 5, VII, LGPD) of Buyer. Except if there is any withholding or processing of data independently made by the Seller or to fulfill its interest solely, and then the Seller is automatically classified as a controller (art. 5, VI, LGPD). In both cases, Seller - as processor or not - and Buyer will enter into a Data Protection Addendum as applicable. In the event of any unauthorized access to or loss of Personal Data or Sensitive Personal Information from any Product or if there are indications that upon reasonable assessment should justify Seller’s suspicion of such incident, Seller will (1) immediately implement corrective actions, and if applicable(2) inform Xxxxx within 24 hours of discovery.
9.5 10.5 Except as provided in Section 10.2 11.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 10.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are defective, in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Samples: Purchase Order
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services (a) conform The Seller Warranties are given subject to facts and matters fairly disclosed in or by this Agreement, the written disclosure schedules delivered by the Seller to the Purchase OrderPurchaser in connection with the execution and delivery of this Agreement (the “Disclosure Schedules”), Specificationsany Ancillary Agreement, drawings, samplesthe Disclosure Documents, and descriptions furnished to, specified by, or approved by to the Buyer, information referred to paragraph (b) are merchantable, below and the Purchaser shall accordingly have no claim in respect of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products Seller Warranties in relation to any fact or Services. If Seller is aware that the Products matter fairly so disclosed or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended useobtained.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage The Purchaser shall be deemed to have knowledge of the following information:
(i) the contents of the Audited Accounts;
(ii) the contents of the files maintained by the Registrar of Companies for England and Wales in respect of the Company and its Subsidiaries as at 17 August 2006;
(iii) all matters which would be revealed by or as a result of appropriate searches and enquiries relating to registered intellectual property of the Company as notified to the Purchaser prior to the date hereof at the Trade Marks Registry or the Patent Office in the UK as at the date of this Agreement and attached as part of the Disclosure Documents;
(iv) the contents of the copies of the register of mortgages and charges, register of members, register of directors and secretaries, register of directors' interests, register of debenture holders, the register of applications and allotments, the register of transfers of the Company and the Subsidiaries attached as part of the Disclosure Documents;
(v) the contents of any credentials using industry standard trusted storage mechanisms;written due diligence report (including any reports prepared by Axxxxxxxx Xxxxxxx LLP and Deloitte & Touche LLP) commissioned by the Purchaser, its Affiliates and/or the Sponsors into the business and affairs of the Company and its Subsidiaries; and
(vi) the contents of the written presentations into the business and affairs of the Company and its Subsidiaries provided to the Board of the Purchaser, its Affiliates or the Sponsors from Torch Partners or to or from the management of the Purchaser, its Affiliates or the Sponsors on or before the date of this Agreement and after the date of the Confidentiality Agreement.
(c) Ensuring Products are securely updateable The Disclosure Schedules correspond to the individual paragraphs of this Article II of the Agreement. Such numbering is for convenience only and all of the disclosures set out in a manner that does not impact the Product functionality, such as through remote means;Disclosure Schedules and the contents of all Disclosure Documents shall be deemed to have been disclosed in relation to every Seller Warranty to which they may fairly relate.
(d) Ensuring that No other knowledge of the Products have Purchaser or information supplied to it or supplied to its advisers as at the ability to enable Buyer to comply with date of this Agreement or as at Closing shall in any way prejudice or affect the Data Protection Laws, as applicable, including limiting liability of the manner Seller under or in which respect of the Products allow Personal Information to be accessed, collected, used, stored, processed, Seller Warranties or disposed of;any other provision of this Agreement or the Ancillary Agreements.
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches The Seller hereby warrants to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related Purchaser in the terms of the Seller Warranties subject to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor provisions of Buyer, this Agreement and Seller in particular the exclusions and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided limitations in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.7.01:
Appears in 1 contract
Samples: Purchase Agreement (Globix Corp)
Warranties of Seller. 9.1 8.1 Seller expressly warrants that it has clear title to all Products furnished to Buyer, and that the Products are free and clear of any encumbrances. Seller further warrants that all such Products and Services shall conform to (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, the requirements of good material and workmanshipall Purchase Orders, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Lawspre-approved samples, (d) are if any, and further that such Products shall be merchantable and fit for the particular purpose set forth Buyer’s or Customers’ intended usage and that such Products shall be free from defects in the Specificationsdesign, material, and (e) are free workmanship. Neither approval of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration Seller’s design nor receipt and/or resale of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer shall release or that discharge Seller from liability for damages resulting from a breach of Seller’s warranty as set forth herein or as otherwise afforded by applicable law.
8.2 If any defect, failure, or other non-conformity appears, Buyer shall have the Specifications will result in less than optimal performance of right to take the following actions: (1) retain such defective Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out and make an equitable adjustment in the SpecificationsPurchase Price for such defective Products; (2) is necessary for require Seller to repair or replace such defective Products at the Seller’s sole expense, including all shipping, transportation, and installation costs; or (3) correct or replace such defective Products to perform for with similar items and recover the intended use.
9.3 All Products total cost thereof from the Seller. The previously mentioned warranties shall survive acceptance and Services are subject payment and shall run to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its AffiliatesCustomers, and their customers successors and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does shall not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor exclusive but shall be in addition to Buyer’s other rights under the terms of the Contract or at law or equity.
8.3 Seller warrants that it shall not make changes of any kind to the Products furnished to Buyer, and including but not limited to, changes to the Specifications, Design, raw material, manufacturing facilities, process or procedures used by Seller and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for performance of its obligations under the longer of: (i) Contract without following the period provided by applicable Law where procedures outlined in the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiationsSupplier Manual.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 9.1 Seller 8.1 Supplier expressly warrants that all that:
(a) All Products and Services (a) will conform to the Purchase Order, applicable Order Document and any Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, ;
(b) All Products are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by SellerSupplier, its subcontractors, SellersSuppliers, or agents, even if the design is approved by Buyer), ;
(c) All Products conform to all applicable Laws, ;
(d) All Products are fit for the particular purpose set forth in the Specifications or, if no particular purpose is stated in the Specifications, and the ordinary purpose for which such Products are used;
(e) All Products are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 8.2 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract Agreement run, and all remedies shall be available to, Buyer, Buyer and its Affiliates, and their customers Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller Supplier hereby waives the objection of delayed of notification of defects.
9.4 8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller Supplier warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products and/or Services are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products and/or Services have the ability to enable Buyer to comply with the Data Protection Laws, as and if applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) Ensuring the manner in which Personal Information will be collected, accessed, used, stored, processed, disposed of, and disclosed comply with applicable Data Protection Laws;
(g) All necessary security updates and patches to the Product on an ongoing basis; and
and (g) Otherwise h)Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller .
8.4 Supplier further warrants that, following delivery to Buyerexcept as otherwise provided in an Order Document, Seller Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller Supplier shall be deemed to be a Sub-Processor processor or subprocessor of Buyer, and Seller Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Warranties of Seller. 9.1 Except as otherwise provided or acknowledged in this Agreement, Seller expressly represents and warrants that all Products to, and Services (a) conform agrees with Buyer as follows:
a. Seller is the fee simple titleholder to the Purchase OrderPremises and holds it free and clear of any liens, Specificationsclaims or encumbrances. Seller's interest in the Premises shall be transferred to Buyer on the closing date, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials liens, encumbrances and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit claims of others except for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Land Contract form Buyer to Seller will ensure that the best technical practices, skills, procedures, care, and judgment will to be employedexecuted at closing.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal b. The performance of the Products obligations of Seller under this Agreement will not violate any contract, indenture, statute, ordinance, judicial or Servicesadministrative order or judgment applicable to Seller or the Premises.
c. There is no litigation or proceeding pending, or to the Seller's knowledge threatened, against or involving the Seller or premises, and the Seller does not know or have reason to know of any ground for any such litigation or proceeding, which could have an adverse impact on Buyer or Buyer's title to and use of the Premises, either before or after closing. 5
d. Seller shall continue to operate the Premises in the ordinary course of business and maintain the premises in a state of good condition and repair during the interim between the signing of this Agreement and the closing date.
e. Between the date of Seller's acceptance of this Agreement and the date of closing, Seller shall immediately notify Buyer. Seller not take any action that shall also notify Buyer if reduce the location or environment value of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended useproperty.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, f. Seller shall be deemed to be a Sub-Processor responsible for and shall defend, indemnify and hold Buyer harmless form any and all liability arising out of Buyeractions of any parties other than Purchaser, and Seller any omissions to taken any necessary actions, relating to the property and Buyer will enter into a Data Protection Addendum as and if applicableoccurring or attributable to the period prior to closing.
9.5 Except g. If a schedule of services, maintenance, supply and management contracts ("Service Contracts") is attached as provided Exhibit 17g, the Exhibit lists all the Service Contracts currently in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller effect with respect to the Products. Premises.
h. The Premises will be in compliance with any applicable smoke detector ordinances as of the closing date.
i. Seller will is not assert that a position taken by Xxxxx with Customer "foreign person" as the term is defined in response to Customer’s Section 1445 of the United States Internal Revenue Code of 1954, as amended.
j. There are not outstanding leases for the Premises, and no claims limits Xxxxx’s right to assert a claim against Seller any third parties for breach possession of warrantythe Premises, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiationsportion thereof.
Appears in 1 contract
Samples: Real Estate Purchase Agreement (Colonels International Inc)
Warranties of Seller. 9.1 Seller 8.1 Supplier expressly warrants that all that:
(a) All Products and Services (a) will conform to the Purchase Order, applicable Order Document and any Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, ;
(b) All Products are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by SellerSupplier, its subcontractors, SellersSuppliers, or agents, even if the design is approved by Buyer), ;
(c) All Products conform to all applicable Laws, ;
(d) All Products are fit for the particular purpose set forth in the Specifications or, if no particular purpose is stated in the Specifications, and the ordinary purpose for which such Products are used;
(e) All Products are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 8.2 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract Agreement run, and all remedies shall be available to, Buyer, Buyer and its Affiliates, and their customers Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller Supplier hereby waives the objection of delayed of notification of defects.
9.4 8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller Supplier warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as and if applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) Ensuring the manner in which Personal Information will be collected, accessed, used, stored, processed, disposed of, and disclosed comply with applicable Data Protection Laws;
(g) All necessary security updates and patches to the Product on an ongoing basis; and
and (g) Otherwise h)Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller .
8.4 Supplier further warrants that, following delivery to Buyerexcept as otherwise provided in an Order Document, Seller Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller Supplier shall be deemed to be a Sub-Processor processor or subprocessor of Buyer, and Seller Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Warranties of Seller. 9.1 10.1 The Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellerssuppliers, or agents, even if the design is approved by the Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, Specifications and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, the Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 10.2 The Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If the Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than less-than-optimal performance of the Products or Services, the Seller shall immediately notify the Buyer. The Seller shall also notify the Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 10.3 All Products and Services are subject to the Buyer's inspection. The Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers customers, and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 10.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. The Seller warrants that the Products are equipped with reasonable security features that meet or exceed industry standards and are designed to protect the Products against unauthorized access to or modification of the Product and hardware or software, as well as any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data: recuperar una cantidad adeudada del Vendedor para protegerse contra dicho riesgo. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as and if applicable10.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Samples: Purchase Order
Warranties of Seller. 9.1 Seller 8.1 Supplier expressly warrants that all that:
(a) All Products and Services (a) will conform to the Purchase Order, applicable Order Document and any Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, ;
(b) All Products are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by SellerSupplier, its subcontractors, SellersSuppliers, or agents, even if the design is approved by Buyer), ;
(c) All Products conform to all applicable Laws, ;
(d) All Products are fit for the particular purpose set forth in the Specifications or, if no particular purpose is stated in the Specifications, and the ordinary purpose for which such Products are used;
(e) All Products are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 8.2 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract Agreement run, and all remedies shall be available to, Buyer, Buyer and its Affiliates, and their customers Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller Supplier hereby waives the objection of delayed of notification of defects.
9.4 8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller Supplier warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as and if applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) Ensuring the manner in which Personal Information will be collected, accessed, used, stored, processed, disposed of, and disclosed comply with applicable Data Protection Laws;
(g) All necessary security updates and patches to the Product on an ongoing basis; and
and (g) Otherwise h)Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller .
8.4 Supplier further warrants that, following delivery to Buyerexcept as otherwise provided in an Order Document, Seller Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller Supplier shall be deemed to be a Sub-Processor processor or subprocessor of Buyer, and Seller Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Warranties of Seller. 9.1 Seller expressly warrants that all Products and Services (a) conform to the Purchase Order, Specifications, drawings, samples, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Seller, its subcontractors, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warranty. All warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that meet or exceed industry standards and are designed to protect the Products against unauthorized access to or modification of the Product and hardware or software, as well as any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable by Buyer or its Customers, in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have the ability to access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller shall be deemed to be a Sub-Processor of Buyer, and Seller and Buyer will enter into a Data Protection Addendum as applicable. In the event of any unauthorized access to or loss of Personal Information or Highly-Sensitive Personal Information from any Product or if there are indications that upon reasonable assessment should justify Seller’s suspicion of such incident, Seller will (1) immediately implement corrective actions, and if applicable(2) inform Xxxxx within 24 hours of discovery.
9.5 Except as provided in Section 10.2 and unless otherwise stated in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter of any of the foregoing. Seller may request in writing to participate in any negotiations with Customer regarding any Products supplied by Seller under this Contract or any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at BuyerXxxxx’s discretion and nothing in this Contract grants Seller the right to participate in such negotiations.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 9.1 Except as otherwise provided or acknowledged in this Agreement, Seller expressly represents and warrants that to, and agrees with Buyer as follows:
a. Seller's interest in the Premises shall be transferred to Buyer on the closing date, free from liens, encumbrances and claims of others.
b. The performance of the obligations of Seller under this Agreement will not violate any contract, indenture, statute, ordinance, judicial or administrative order of judgment applicable to Seller or the Premises.
c. There is no claim, dispute, litigation or proceeding pending, or to Seller's knowledge threatened, against or involving Seller or the Premises, and Seller does not know or have reason to know of any ground for any such litigation or proceeding which could have an adverse impact on Buyer or Buyer's title to and use of the Premises, before or after closing.
d. Seller has no knowledge of the presence on the Premises of any toxic or hazardous substances or of any underground storage tanks.
e. There are no pending or threatened condemnation proceedings against the whole or any part of the Premises.
f. There is no pending or proposed special assessment affecting or which may affect the Premises or any part of the Premises.
g. With respect to underlying land contracts or purchase money mortgages, the sale will not accelerate indebtedness, increase interest rates, or impose penalties and sanctions.
h. Seller, through the person(s) executing this Agreement, has full power and authority to enter into, and to assume and perform all Products the obligations arising under this Agreement.
i. Seller has and Services (a) conform can deliver to Buyer good and marketable title to the Purchase OrderPremises, Specificationssubject only to those exceptions permitted by this Agreement,
j. All necessary action to approve, drawingsexecute, samplesdeliver, and descriptions furnished to, specified by, or approved by the Buyer, (b) are merchantable, of good material and workmanship, and free from defect in materials and design (to the extent the design is provided perform this Agreement has been taken by Seller, its subcontractorsand this Agreement is the valid and binding obligation of Seller, Sellers, or agents, even if the design is approved by Buyer), (c) conform to all applicable Laws, (d) are fit for the particular purpose set forth in the Specifications, and (e) are free of all liens, claims, defects in title, and encumbrances, including claims of Intellectual Property infringement. In carrying out any Services, Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
9.2 Buyer is relying upon the expertise of enforceable against Seller in the selection, manufacture and integration of the Products or Services. If Seller is aware that the Products or Services are not appropriate for the use intended by Buyer or that the Specifications will result in less than optimal performance of the Products or Services, Seller shall immediately notify Buyer. Seller shall also notify Buyer if the location or environment of the Products or Services within the vehicle or product will affect their performance or if anything (different than that called out in the Specifications) is necessary for the Products to perform for the intended use.
9.3 All Products and Services are subject to Buyer's inspection. Payment for, inspection of, or receipt of, Products or Services will not constitute acceptance of the Products or Services or a waiver of any breach of warrantyaccordance with its terms. All representations and warranties contained in this Contract run, and all remedies shall be available to, Buyer, its Affiliates, and their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Seller hereby waives the objection of delayed of notification of defects.
9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Seller warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification of the Product and any information collected, contained or transmitted by the Product (“Data”), including:
(a) Pre-programmed unique passwords or requiring end users to change the default username and set a new password before the Product is activated;
(b) Secure storage of any credentials using industry standard trusted storage mechanisms;
(c) Ensuring Products are securely updateable in a manner that does not impact the Product functionality, such as through remote means;
(d) Ensuring that the Products have the ability to enable Buyer to comply with the Data Protection Laws, as applicable, including limiting the manner in which the Products allow Personal Information to be accessed, collected, used, stored, processed, or disposed of;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) All necessary security updates and patches to the Product on an ongoing basis; and
(g) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. Seller further warrants that, following delivery to Buyer, Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Seller made herein shall be deemed to be a Sub-Processor of Buyerreaffirmed at the closing and shall survive the closing, nor shall such representations and Seller and Buyer will enter into a Data Protection Addendum as and if applicable.
9.5 Except as provided in Section 10.2 and unless otherwise stated warranties be merged in the Contract, these warranties will be effective for the longer of: (i) the period provided by applicable Law where the Products are used; or (ii) the warranty period Buyer provides to its Customer, unless prohibited by applicable Law.
9.6 Buyer will have the right to fully defend any claims from Customer that any Products supplied by Seller are in breach of warranty, or otherwise did not meet applicable legal or contractual requirements, execution and all statements by Buyer to Customer regarding the Products are without prejudice to any rights Buyer may have against Seller with respect to the Products. Seller will not assert that a position taken by Xxxxx with Customer in response to Customer’s claims limits Xxxxx’s right to assert a claim against Seller for breach of warranty, contribution, indemnification or any other claim that may arise from or be related to the subject matter delivery of any deed or document of conveyance or assignment, notwithstanding the foregoing. Seller may request lack of reference to said survival in writing to participate in said documents, nor shall the survival of said representations and warranties be affected by any negotiations with Customer regarding investigation, verification or approval by any Products supplied party hereto or by Seller under this Contract or anyone acting on behalf of any related claim or litigation regarding such Products Seller’s participation in any negotiations with Customer is solely at Buyer’s discretion and nothing in this Contract grants Seller the right to participate in such negotiationsparty.
Appears in 1 contract
Samples: Buy and Sell Agreement (Community Shores Bank Corp)
