Warranties of Supplier Sample Clauses

Warranties of Supplier. (a) Supplier represents and warrants that all Products delivered hereunder shall: (i) conform to the Product Specifications; (ii) be merchantable; (iii) be free of defects in workmanship or material, (iv) be fit for their intended ordinary purposes and for the particular purpose for which it is intended as per its own instructions of use; (v) be free and clear of any and all encumbrances, liens or other Third Party claims; and (vi) be manufactured, packaged, labeled, tested, handled, distributed, dispensed and shipped in compliance with all Applicable Laws, the Quality Control Procedures and the Regulatory Standards. (b) Supplier warrants that the Supplier Facilities comply in all material respects with all Applicable Laws, are in good standing with any required or applicable Regulatory Authority, are fully compliant with cGMPs and that all employees working on the Products whose responsibilities involve work which must be performed under cGMP standards have been properly trained and tested in the requirements of those standards.
Sample 1
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Warranties of Supplier. In addition to any warranty or guarantee of the System expressly made or extended by Supplier elsewhere in this Contract, Supplier warrants, represents, and guarantees to RÖCHLING the following: 5.01 The System will be new and free of all liens and encumbrances where applicable. 5.02 The System will be merchantable and fit for the particular purpose to which the System will be put. 5.03 The System will be free from all defects, including but not limited to latent defects. 5.04 The System will perform in accordance with the trial tests and guarantees set forth in the approved design review and will meet the requirements of the Contract. 5.05 The System and all workmanship will be in accordance with best industry standards and proven technology and workmanship for the System for use in the automotive industry. 5.06 System shall be engineered and designed in a professional manner and in accordance with first-class standards for the engineering and design of a system of a similar nature for use in the automotive industry. 5.07 The System will meet and be capable of use or operation in compliance with all Applicable Laws, including but not limited to those in effect regarding occupational safety, health, and the environment, effluent limitations, emissions limitations, discharge requirements or operational. 5.08 All software provided by Supplier as part of the System will be free of any harmful programs or data incorporated into the software that disrupts proper operation and will be compatible with RÖCHLING’s computer hardware or software. 5.09 The System will use performance parts that conform to the latest technological standards at the time of the conclusion of the present Contract. 5.10 The System will meet or exceed technical descriptions and parameters detailed in the specifications; and 5.11 The System shall not infringe upon or misappropriate any patented or unpatented inventions, copyrights (both statutory and non-statutory), trade secrets, proprietary rights, know-how or other intellectual property rights under the laws of the United States or the laws of the location where Supplier is located or operates.
Sample 1
Warranties of Supplier. (a) Supplier warrants to Buyer that the Product, at the time of sale and shipment to Buyer by Supplier, (1) will conform to the applicable Product Specifications, as then in effect; and (2) if applicable, will not be (i) adulterated or misbranded within the meaning of the FD&C Act, (ii) an article that may not be introduced into interstate commerce under the provisions of Sections 404 or 505 of the FD&C Act, (iii) manufactured, sold or shipped in violation of any agreement, judgment, order, or decree to which Supplier is a party, or otherwise (iv) manufactured, sold, or shipped in violation of any applicable federal, state, or local law, rule, regulation or ordinance in any material respect. (b) Supplier represents and warrants that there is no claim, suit, proceeding, or other investigation pending, or to the actual knowledge of Supplier, overtly threatened against Supplier which is likely to prevent or materially interfere with Supplier’s performance under this Agreement or materially adversely affect the rights and interests of Buyer hereunder. (c) Supplier represents and warrants that neither it nor any member of its staff has been disqualified or debarred by the FDA for any purpose. If during the term of this Agreement, Supplier becomes aware that Supplier or any member of its staff is or is about to become disqualified or debarred, Supplier will provide immediate written notice of same to Buyer. (d) Supplier represents and warrants that neither it nor any member of its staff has been charged with or convicted under federal law for conduct relating to the development or approval of any Marketing Authorization, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation. If at any time Supplier or any member of its staff is charged with or convicted under federal law for conduct relating to the development or approval of any Marketing Authorization, or otherwise relating to the regulation of any drug product under any relevant statute, law, or regulation, Supplier will provide immediate written notice of same to Buyer. (e) Supplier represents and warrants that it shall comply in all material respects with all federal and state laws and regulations applicable to the conduct of its business pursuant to this Agreement, including, but not limited to, the FD&C Act. (f) Supplier represents and warrants to Buyer that all corporate action on the part of Supplier and its officers and directors necessary for the aut...
Sample 1
Warranties of Supplier. Supplier hereby represents and warrants to Purchaser that: 8.2.1 All Product delivered pursuant to this Agreement will be produced in accordance with the relevant Master Batch Record, comply with the Specification and manufactured pursuant to cGMP. If Supplier has manufactured defective Product because the specifications laid down in the Purchaser Technology Data Package resulted in the respective defect of the Product, any and all warranty and liability of Supplier in that respect shall be excluded. 8.2.2 Neither Supplier nor its Affiliates will in the performance of its obligations under this Agreement use the services of any person debarred or suspended under 21 U.S.C. §335(a), excluded from a U.S. federal healthcare program, debarred from U.S. federal contracting, or convicted or plead nolo contendere to any felony or to any violation of laws relating to fraud. If during the Term Supplier becomes aware of any non-compliance with this Section 8.2.2, Supplier shall notify Purchaser immediately. In either such event, Purchaser will have the right to terminate this Agreement upon written notice to Supplier if such non-compliance is not cured within [***] following the date Supplier first becomes aware of such non-compliance. 8.2.3 In performing its obligations under this Agreement, Supplier and its Affiliates will comply with all applicable laws, regulations, professional standards, and industry codes, ordinances and orders, as amended from time to time, including but not limited to (i) the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act, (ii) the U.S. federal anti-kickback statute (42 U.S.C. §1320a-7b(b)), and state anti-kickback and other laws restricting gifts to, relationships with and information from prescribers, (iii) the federal Food and Drug Administration laws, regulations and guidance, including the federal Food, Drug and Cosmetic Act and the Prescription Drug Marketing Act, and (iv) those governing the purchase and sale of securities while in possession of material, non-public information about a company.
Sample 1
Warranties of Supplier. Supplier represents and warrants that: a. All of the Products sold to Purchaser hereunder are in good operating condition, were manufactured in a workmanlike manner in accordance with prevailing professional standards, are fit and safe for the use for which they were intended, and said Products and the resale thereof by Purchaser do not and will not violate any laws, regulations, orders or ordinances of the country of origin of the Products or any federal laws of the United States or any rules or regulations of any agency of the United States or any other country in which the Products may be sold. b. Supplier shall replace any products that are proved to be defective free of charge. Purchaser shall be responsible for all shipping costs to and from Purchaser's customer. c. Supplier shall obtain and maintain during the term of this Agreement a policy of product liability insurance in an amount not less than $5 million per claim. Such insurance policy shall be issued by an insurance company acceptable to Purchaser and shall name Purchaser as an additional insured. d. The Products will meet Purchaser's specifications as set forth in each Product Delivery Request and will be free of patent and latent defects. e. In the event of a breach of this Agreement by Supplier, Seller shall be entitled to set-off any amounts owed by Seller hereunder against losses incurred by Seller arising out of Supplier's breach of this Agreement.
Sample 1

Related to Warranties of Supplier

  • Representations and warranties of the Contractor The Contractor represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and/or other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (d) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder; (e) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its memorandum and articles of association or any Applicable Laws or any covenant, contract, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi-judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; (i) it has complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j) no representation or warranty by it contained herein or in any other document furnished by it to the Authority or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the contract or entering into this Agreement or for influencing or attempting to influence any officer or employee of the Authority in connection therewith; (l) all information provided by the {selected bidder/ members of the Consortium} in response to the Request for Qualification and Request for Proposals or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects; and (m) nothing contained in this Agreement shall create any contractual relationship or obligation between the Authority and any Sub- contractors, designers, consultants or agents of the Contractor.

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