Warranties of Seller. 8.1 Supplier expressly warrants that: (a) All Products and Services will conform to the applicable Order Document and any Specifications; (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 Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed. 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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects. 8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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; (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 (h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data. 8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 5 contracts
Samples: Indirect Purchasing Terms and Conditions, Indirect Purchasing Terms and Conditions, Indirect Purchasing Terms and Conditions
Warranties of Seller. 8.1 Supplier 9.1 Seller expressly warrants that:
that all Products and Services (a) All Products and Services will conform to the applicable Order Document Purchase Order, Specifications, drawings, samples, and any Specifications;
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 SupplierSeller, its subcontractors, SuppliersSellers, 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, the ordinary purpose for which such Products are used;
and (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, Supplier Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
8.2 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 Agreement Contract run, and all remedies shall be available to, Buyer Buyer, its Affiliates, and its Affiliates their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier Seller hereby waives the objection of delayed of notification of defects.
8.3 9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 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
(hg) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier . Seller further warrants that, except as otherwise provided in an Order Documentfollowing delivery to Buyer, Supplier Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Supplier Seller shall be deemed to be a processor or subprocessor Sub-Processor of Buyer, and Supplier 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. 8.1 Supplier 9.1 Seller expressly warrants that:
that all Products and Services (a) All Products and Services will conform to the applicable Order Document Purchase Order, Specifications, drawings, samples, and any Specifications;
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 SupplierSeller, its subcontractors, SuppliersSellers, 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, the ordinary purpose for which such Products are used;
and (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, Supplier Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
8.2 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 Agreement Contract run, and all remedies shall be available to, Buyer Buyer, its Affiliates, and its Affiliates their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier Seller hereby waives the objection of delayed of notification of defects.
8.3 9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 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 and/or Services 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
(hg) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier . Seller further warrants that, except as otherwise provided in an Order Documentfollowing delivery to Buyer, Supplier Seller will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access should become possible, Supplier Seller shall be deemed to be a processor or subprocessor Sub-Processor of Buyer, and Supplier 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.
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 Agreement, Purchase Order
Warranties of Seller. 8.1 Supplier 9.1 Seller expressly warrants that:
that all Products and Services (a) All Products and Services will conform to the applicable Order Document Purchase Order, Specifications, drawings, samples, and any Specifications;
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 SupplierSeller, its subcontractors, SuppliersSellers, 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, the ordinary purpose for which such Products are used;
and (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, Supplier Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
8.2 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 Agreement Contract run, and all remedies shall be available to, Buyer Buyer, its Affiliates, and its Affiliates their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier Seller hereby waives the objection of delayed of notification of defects.
8.3 9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 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
(hg) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier . Seller further warrants that, except as otherwise provided in an Order Documentfollowing delivery to Buyer, Supplier 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, Supplier Seller shall be deemed to be a processor or subprocessor Sub-Processor of Buyer, and Supplier 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.
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. 8.1 Supplier expressly Seller warrants that:
6.1.1 the Products will (ai) All Products be manufactured in accordance with the Seller’s quality assurance programs and Services will (ii) conform to the applicable Order Document and any Product Specifications;
(b) All 6.1.2 the manufacture of the Products are merchantable, of good material and workmanship, and free from defect in materials and design (will comply with the registrations applicable to the extent Products upon delivery;
6.1.3 the design is provided execution, delivery and performance by SupplierSeller of this Agreement are within the Seller’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Seller;
6.1.4 this Agreement constitutes a valid and binding agreement of the Seller enforceable against the Seller in accordance with its terms (subject to applicable bankruptcy, its subcontractorsinsolvency, Suppliersfraudulent transfer, or agentsreorganization, even if the design is approved by Buyermoratorium and other laws affecting creditors’ rights generally and general principles of equity);
(c) All Products conform 6.1.5 the Seller has the necessary skill and experience of an operator of a chemical manufacturing facility to operate and maintain the Seller Facility and equipment to be used to perform its obligations pursuant to this Agreement in good and serviceable condition in compliance with all applicable Applicable Laws;
(d) All 6.1.6 the Seller will use best efforts not to spill, leak, pump, emit, empty, discharge, inject, allow to escape, lxxxx, dump, or dispose of Hazardous Substances at, on, under or from the Seller Facility in connection with manufacturing the Products are fit for in accordance with this Agreement, other than in de minimis amounts in compliance with law and which would not be the particular purpose set forth in basis of liability to the Specifications or, if no particular purpose is stated in the Specifications, the ordinary purpose for which such Products are usedBuyer;
(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, Supplier will ensure that 6.1.7 the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies Seller shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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 terms of the non-competition and if applicable;
(e) Ensuring that non-solicitation included in Section 5.11 of 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 basisPurchase Agreement; and
6.1.8 in connection with its operation of the Seller Facility under this Agreement, the Seller will:
6.1.8.1 maintain in force for the Term all licenses, permissions, authorizations, consents and permits required to manufacture, sell, supply and deliver (hex works, loaded at Seller’s risk with title to the Products and risk of loss transferring to the Buyer only upon properly loading such Products on the transportation carrier) Otherwise ensuring the Products in accordance with the terms of this Agreement;
6.1.8.2 save where affected by a Force Majeure Event (as defined in clause 10.10) and save for maintenance not cease operations of the Seller Facility during the Term of this Agreement; and
6.1.8.3 comply in all material respects with all Applicable Laws (including without limitation applicable laws, rules, regulations environmental and industry best practices related to the Product or any Datahealth and safety laws and regulations).
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Warranties of Seller. 8.1 Supplier Seller expressly warrants for goods covered by the Order that:
: (a) All Products and Services will all goods shall conform to the applicable Order Document Specifications; shall be fit and any Specifications;
sufficient for the purpose intended; merchantable; new; of good material, quality and workmanship; and free from defect; (b) All Products are merchantable, of it has good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Supplier, its subcontractors, Suppliers, or agents, even if the design is approved by Buyer);
(c) All Products conform marketable title to all applicable Laws;
(d) All Products are fit for the particular purpose set forth in the Specifications orgoods delivered by it to Koppers hereunder, if no particular purpose is stated in the Specifications, the ordinary purpose for which such Products are used;
(e) All Products are free and clear of all liens, claimsclaims and encumbrances; (c) it has all required patent, defects trade secret and other proprietary rights in titleall 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 laws, 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 encumbrancesall standards and regulations of appropriate regulatory commissions and similar agencies; (c) all services furnished by Seller shall be free of defects; (d) all services performed by Seller do not and will not give rise to or result in any infringement or misappropriation of any patent, including claims copyright, trade secret or any violation of Intellectual Property infringement. In carrying out any Services, Supplier will ensure that other intellectual property right of any third party; and (e) it shall not use subcontractors to perform the best technical practices, skills, procedures, careservices except by prior written consent of Koppers, and judgment will only after Seller discloses in writing the services to be employed.
8.2 All Products subcontracted and Services the identity of the proposed subcontractors. Without limitation and in addition to the foregoing warranties for goods and services: (a) Seller agrees to repair or remove and replace at its sole cost and expense, all goods or services which are subject defective or in breach of warranty and (b) Seller shall procure and pass on to Buyer's inspectionKoppers all warranties, guarantees, parts lists and operating instructions received from any manufacturers of goods supplied by Seller under the Order. Payment forfor and inspection, inspection oftests, acceptance or receipt of, Products or Services will not constitute acceptance use of the Products goods furnished hereunder shall not affect Seller’s obligations under the Order or Services or a waiver of any breach of warrantythese terms and conditions. All warranties contained in this Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, test, acceptance, payment or payment use by BuyerKoppers. Supplier 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.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 and if applicable;
(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
(h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Dataforegoing warranties.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 8.1 Supplier 10.1 Seller expressly warrants that:
that all Products and Services (a) All Products and Services will conform to the applicable Order Document Purchase Order, Specifications, drawings, samples, and any Specifications;
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 SupplierSeller, its subcontractors, Supplierssuppliers, 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, the ordinary purpose for which such Products are used;
and (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, Supplier Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
8.2 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-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.
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 Agreement Contract run, and all remedies shall be available to, Buyer Buyer, its Affiliates, and its Affiliates their customers, and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier Seller hereby waives the objection of delayed of notification of defects.
8.3 10.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 and if applicableincluding limiting the manner in which the Products allow Personal 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) 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
(hg) Otherwise ensuring Products comply with all applicable laws, rules, regulations regulations, and industry best practices related to the Product or any Data.
8.4 Supplier Data Seller further warrants that, except as otherwise provided in an Order Documentfollowing delivery to Buyer, Supplier 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, Supplier Seller shall be deemed to be a processor or subprocessor (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 Supplier 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.
10.5 Except as provided in Section 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
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. 8.1 Supplier 10.1 The Seller expressly warrants that:
that all Products and Services (a) All Products and Services will conform to the applicable Order Document Purchase Order, Specifications, drawings, samples, and any Specifications;
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 SupplierSeller, its subcontractors, Supplierssuppliers, or agents, even if the design is approved by the 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, the ordinary purpose for which such Products are used;
and (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, Supplier the Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
8.2 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-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.
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 Agreement Contract run, and all remedies shall be available to, Buyer Buyer, its Affiliates, and its Affiliates their customers, and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier Seller hereby waives the objection of delayed of notification of defects.
8.3 10.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 and if applicable;
(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
(h) 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. 10.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Samples: Purchase Order
Warranties of Seller. 8.1 Supplier expressly Seller warrants that:
(a) All that it has clear title to all Products and Services will conform furnished to the applicable Order Document and any Specifications;
(b) All Products are merchantable, of good material and workmanshipBuyer, and free from defect in materials and design (to the extent the design is provided by Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier warrants that the Products are equipped with reasonable security features free and clear of any encumbrances. Seller further warrants that are designed all such Products shall conform 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;
Specifications, (b) Secure storage the requirements of any credentials using industry standard trusted storage mechanisms;
all Purchase Orders, and (c) Ensuring all pre-approved samples, if any, and further that such Products are securely updateable shall be merchantable and fit for Buyer’s or Customers’ intended usage and that such Products shall be free from defects in a manner that does not impact design, material, and workmanship. Neither approval of the Product functionality, such as through remote means;
(d) Ensuring that Seller’s design nor receipt and/or resale of the Products by Buyer shall release or 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 ability right to enable Buyer take the following actions: (1) retain such defective Products and make an equitable adjustment in the Purchase Price for such defective Products; (2) require Seller to comply with repair or replace such defective Products at the Data Protection LawsSeller’s sole expense, as and if applicable;
(e) Ensuring that the Products employ administrativeincluding all shipping, physicaltransportation, and technical safeguards installation costs; or (3) correct or replace such defective Products with similar items and recover the total cost thereof from the Seller. The previously mentioned warranties shall survive acceptance and payment and shall run to protect individual Personal Information that are no less rigorous than accepted industry standards;
(f) Ensuring the manner in which Personal Information will be collectedBuyer, accessed, used, stored, processed, disposed ofCustomers, and disclosed comply with applicable Data Protection Laws;
(g) All necessary security updates their successors and patches to the Product on an ongoing basis; and
(h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will shall not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor exclusive but shall be in addition to Buyer’s other rights under the terms of the Contract or subprocessor 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 in the performance of its obligations under the Contract without following the procedures outlined in the Buyer’s Supplier and Buyer will enter into a Data Protection Addendum as and if applicableManual.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 8.1 Supplier expressly warrants that:
(a) All Products and Services will conform to the applicable Order Document and any Specifications;
(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 Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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;
(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 (h) Otherwise h)Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Warranties of Seller. 8.1 Supplier 9.1 Seller expressly warrants that:
that all Products and Services (a) All Products and Services will conform to the applicable Order Document Purchase Order, Specifications, drawings, samples, and any Specifications;
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 SupplierSeller, its subcontractors, SuppliersSellers, 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, the ordinary purpose for which such Products are used;
and (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, Supplier Seller will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
8.2 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 Agreement Contract run, and all remedies shall be available to, Buyer Buyer, its Affiliates, and its Affiliates their customers and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier Seller hereby waives the objection of delayed of notification of defects.
8.3 9.4 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 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
(hg) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier . Seller further warrants that, except as otherwise provided in an Order Documentfollowing delivery to Buyer, Supplier 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, Supplier Seller shall be deemed to be a processor or subprocessor Sub-Processor of Buyer, and Supplier 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.
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 Xxxxx’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. 8.1 Supplier Seller expressly warrants for goods covered by the Order that:
: (a) All Products and Services will all goods shall conform to the applicable Order Document Specifications; shall be fit and any Specifications;
sufficient for the purpose intended; merchantable; new; of good material, quality and workmanship; and free from defect; (b) All Products are merchantable, of it has good material and workmanship, and free from defect in materials and design (to the extent the design is provided by Supplier, its subcontractors, Suppliers, or agents, even if the design is approved by Buyer);
(c) All Products conform marketable title to all applicable Laws;
(d) All Products are fit for the particular purpose set forth in the Specifications orgoods delivered by it to Koppers hereunder, if no particular purpose is stated in the Specifications, the ordinary purpose for which such Products are used;
(e) All Products are free and clear of all liens, claimsclaims and encumbrances; (c) it has all required patent, defects trade secret and other proprietary rights in titleall 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 laws, 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 encumbrancesall standards and regulations of appropriate regulatory commissions and similar agencies; (c) all services furnished by Seller shall be free of defects; (d) all services performed by Seller do not and will not give rise to or result in any infringement or misappropriation of any patent, including claims copyright, trade secret or any violation of Intellectual Property infringement. In carrying out any Services, Supplier will ensure that other intellectual property right of any third party; and (e) it shall not use subcontractors to perform the best technical practices, skills, procedures, careservices except by prior written consent of Koppers, and judgment will only after Seller discloses in writing the services to be employed.
8.2 All Products subcontracted and Services the identity of the proposed subcontractors. Without limitation and in addition to the foregoing warranties for goods and services: (a) Seller agrees to repair or remove and replace at its sole cost and expense, all goods or services which are subject defective or in breach of warranty and (b) Seller shall procure and pass on to Buyer's inspectionKoppers all warranties, guarantees, parts lists and operating instructions received from any manufacturers of goods supplied by Seller under the Order. Payment forfor and inspection, inspection oftests, acceptance or receipt of, Products or Services will not constitute acceptance use of the Products goods furnished hereunder shall not affect Seller’s obligations under the Order or Services or a waiver of any breach of warrantythese terms and conditions. All warranties contained in this Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, test, acceptance, payment or payment use by BuyerKoppers. Supplier 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.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier 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 and if applicable;
(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
(h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Dataforegoing warranties.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Samples: Purchase Order Agreement
Warranties of Seller. 8.1 i) Seller warrants to Buyer that the material sold pursuant to this Purchase Order will meet the description and the specifications noted on this Purchase Order.
ii) Seller will comply with ISO 9001:2015 quality requirements and all other quality standards and procedures specified by CCI or generally applicable in the industry, including those resulting from requirements of CCI’s customers and shall work towards obtaining IATF 16949:2016 certification or compliance, if certification is not allowed by the scope of IATF 16949:2016. Seller shall adhere to all requirements in CCI’s Supplier expressly Quality Manual.
iii) Seller warrants thatto CCI, CCI’s customers, and end users that the Goods will be new, and that Seller has good title to them and will deliver them to CCI free and clear of all liens and encumbrances. Seller further warrants that the Goods will be:
(ai) All Products free from defects in material and Services will conform workmanship and design; (ii) merchantable; (iii) in conformity with all specifications, drawings and/or samples furnished by CCI (or furnished by Seller and accepted by CCI); (iv) fit and sufficient for their intended uses; (v) meet all applicable industry standards; and, (vi) if applicable, in conformity with the Federal Motor Vehicle Safety Standards issued pursuant to the applicable National Traffic and Motor Vehicle Safety Act of 1966, as amended.
iv) The Purchase Order Document shall be governed and any Specifications;
(b) All Products are merchantable, of good material and workmanship, and free from defect in materials and design (construed according to the extent the design is provided by Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 laws of the Products or Services or a waiver of any breach of warranty. All warranties contained State in this Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives which is located the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. Supplier warrants that the Products are equipped with reasonable security features that are designed to protect the Products against unauthorized access to or modification facility 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 which the Data Protection Laws, as and if applicable;
(e) Ensuring that the Products employ administrative, physical, and technical safeguards to protect individual Personal Information that goods or services covered by this Order 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
(h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor delivered or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicableprovided.
Appears in 1 contract
Samples: Purchase Order
Warranties of Seller. 8.1 Supplier expressly warrants that:
(a) All Products and Services will conform to the applicable Order Document and any Specifications;
(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 Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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;
(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
(h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Warranties of Seller. 8.1 Supplier expressly warrants that:
(a) All Products and Services will conform to the applicable Order Document and any Specifications;
(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 Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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;
(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 (h) Otherwise h)Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Warranties of Seller. 8.1 Supplier expressly warrants that:
(a) All Products and Services will conform to the applicable Order Document and any Specifications;
(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 Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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;
(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 (h) Otherwise h)Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract
Warranties of Seller. 8.1 Supplier expressly warrants that:
(a) All Products and Services will conform to the applicable Order Document and any Specifications;
(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 Supplier, its subcontractors, Suppliers, 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, 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, Supplier will ensure that the best technical practices, skills, procedures, care, and judgment will be employed.
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 Agreement run, and all remedies shall be available to, Buyer and its Affiliates and all such warranties will survive any delivery, inspection, acceptance, or payment by Buyer. Supplier hereby waives the objection of delayed of notification of defects.
8.3 If Products have the ability to connect to the internet or other network, the following additional terms apply to the Products. 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;
(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
(h) Otherwise ensuring Products comply with all applicable laws, rules, regulations and industry best practices related to the Product or any Data.
8.4 Supplier further warrants that, except as otherwise provided in an Order Document, Supplier will not have access to any Personal Information or Highly-Sensitive Personal Information from any Product. If such access become possible, Supplier shall be deemed to be a processor or subprocessor of Buyer, and Supplier and Buyer will enter into a Data Protection Addendum as and if applicable.
Appears in 1 contract