Warranties; Remedies. (a) In addition to any other express and implied warranties provided by law or otherwise, Seller warrants that each Product (whether goods or services) shall: (i) be original (in the case of works of authorship) or new and conform to this Purchase Order in all respects;
(ii) conform to all specifications, drawings, samples and other descriptions furnished and/or specified by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (iv) be free from all defects in design, workmanship and materials and be of highest quality and workmanship. Seller shall comply with all quality requirements and procedures established by Buyer or Buyer’s customer, as revised from time to time. Seller's warranty term for Products shall be coterminous with the warranty extended to Buyer's customers by Buyer. Seller’s liability for breach of warranties given herein may be determined by Xxxxx's analysis of a sample of Product against which claims are made that the Product is defective. Seller may participate in such analysis in accordance with Buyer's procedure which is subject to change by Buyer from time to time. At all reasonable times, Buyer and Xxxxx’s customer may inspect and/or test the Products to be furnished under this Purchase Order at the locations where the work is being performed. Buyer may conduct one hundred percent (100%) inspection of Products or any lot of Products or, at Buyer’s option, Buyer may select and inspect samples thereof, and Buyer shall have the right to reject all or any portion of the Products or lot of Products as any such inspection reveals that any Product is defective or nonconforming.
(b) Seller also expressly warrants that title to all of the Products shall be vested in Buyer free and clear of any and all liens, encumbrances and future obligations or restrictions of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment.
(c) Upon any breach of warranty, in addition to all other remedies hereunder or under applicable law or in equity, Buyer may: (i) cancel all or any portion of this Purchase Order, (ii) require the Seller to repair or replace any or all Products, at Buyer's option and at Seller's sole expense, either at Buyer's Plant or at any other location designated by Buyer, (iii) return nonconforming Product to Seller and request that Seller investigate the nonconfo...
Warranties; Remedies. Synergex warrants that the Products, when properly installed and used in accordance with Synergex’s instructions, will conform in all material respects to the applicable Documentation, provided, that Company is not otherwise in breach of this Agreement. HOWEVER, SYNERGEX DOES NOT WARRANT THAT THE PRODUCTS, OR USE OF THE PRODUCTS, WILL BE ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS. THE PRODUCTS ARE PROVIDED “AS IS” AND SYNERGEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SYNERGEX’S ENTIRE RESPONSIBILITY SHALL BE, AT SYNERGEX’S OPTION, EITHER (a) to make available to Company all published patches, updates, and upgrades made by Synergex to the Products during the TERM OF THIS AGREEMENT; OR (b) to use reasonable efforts to respond to written notification of Errors received from Company. if Synergex is unable to make the Products operate as warranted, Company shall be entitled to terminate this Agreement.
Warranties; Remedies. Synergex warrants that the Products, when properly installed and used in accordance with Synergex’s instructions, will conform in all material respects to the applicable Documentation, provided, that Licensee is not otherwise in breach of this Agreement. HOWEVER, SYNERGEX DOES NOT WARRANT THAT THE PRODUCTS, OR USE OF THE PRODUCTS, WILL BE ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PRODUCTS. THE PRODUCTS ARE PROVIDED “AS IS” AND SYNERGEX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. SYNERGEX’S ENTIRE RESPONSIBILITY SHALL BE, AT SYNERGEX’S OPTION, EITHER (A) TO MAKE AVAILABLE TO LICENSEE ALL PUBLISHED PATCHES, UPDATES, AND UPGRADES MADE BY SYNERGEX TO THE PRODUCTS DURING THE TERM OF THIS AGREEMENT; OR (B) TO USE REASONABLE EFFORTS TO RESPOND TO WRITTEN NOTIFICATION OF ERRORS RECEIVED FROM LICENSEE OR SUPPLIER. IF SYNERGEX IS UNABLE TO MAKE THE PRODUCTS OPERATE AS WARRANTED, LICENSEE SHALL BE ENTITLED TO TERMINATE THIS AGREEMENT.
Warranties; Remedies. (a) In addition to any other express and implied warranties provided by law or otherwise, Seller warrants that each Product (whether goods or services) shall: (i) be new and conform to this Purchase Order in all respects; (ii)conform to all specifications, drawings, samples and other descriptions furnished by Buyer; (iii) be merchantable and fit for the purpose for which intended; and (iv) be free from all defects in design, workmanship and materials and be of highest quality and workmanship. Seller also expressly warrants that title to all of the Products shall be vested in Buyer free and clear of any and all liens and encumbrances of whatsoever nature and kind. All warranties of Seller, express and implied, and remedies of Buyer, in this Section or elsewhere, shall survive indefinitely any delivery, inspection, tests, acceptance and payment.
(b) Upon any breach of warranty, in addition to all other remedies hereunder or under applicable law or in equity, Buyer may (i) cancel all or any portion of this Purchase Order, (ii) require the Seller to repair or replace any or all Products, at Buyer's option and at Seller's sole expense, either at Buyer's Plant or at any other location designated by Buyer, (iii) require Seller to pay all transportation and other charges arising from delivery, storage and return of Products, and/or (iv) purchase replacement Products from a Third Party and charge the same to the Seller.
Warranties; Remedies. 8.1 In addition to all implied and express warranties available under the Uniform Commercial Code (“UCC”) and/or these Terms, Seller warrants that:
(a) all Goods and Services will be free from any encumbrance and conform to all Requirements and the applicable Order;
(b) all Goods will be without any defect in design (except to the extent designed by 3M), manufacture, processing, materials and workmanship;
(c) all Goods will be made or processed, and all Services will be performed, in compliance with all laws applicable to Seller and its business and with sound environmental, health and safety practices consistent with 3M’s Supply Chain Policies: EHS, Transportation, Labor/Human Resources and Supplied Materials available at xxx.0X.xxx/xxxxxxxxxxxxxxxxxxx. Seller also warrants that:
Warranties; Remedies. Boomi warrants that, during the term of an Order, the applicable Boomi Services will (i) substantially conform to the applicable Documentation (the “Operational Warranty”); and (ii) be available twenty-four hours a day, seven days a week except for scheduled maintenance, the installation of updates, and factors beyond the reasonable control of Boomi (the “Availability Warranty”). Customer’s sole and exclusive remedy and Boomi’s sole obligation for any breach of the Operational Warranty or Availability Warranty will be for Boomi to provide a fix or reasonably accepted workaround for the Boomi Services and for Boomi to provide Service Level Credits as defined at xxx.xxxxx.xxx/xxx.
Warranties; Remedies. NUCYCLE hereby warrants and agrees that: --------------------
(a) All Products delivered pursuant to this Agreement shall be free from defects in materials and workmanship.
(b) NUCYCLE shall comply with all applicable Federal, State and local laws and regulations in producing the Products hereunder, including, but not limited to, all requirements of the ________________________________________________________________________________ Fair Labor Standards Act of 1938, as amended, the Equal Employment Opportunities provisions of the Civil Rights Act of 1964, as amended, and all regulations promulgated thereunder.
Warranties; Remedies. CITGO warrants that, at the time of delivery, the Product will meet the specifications provided by CITGO, the packaging of the Product, and/or the Product Information Sheets. CITGO’s liability and BUYER’s sole remedies, in the event of a breach of the foregoing warranty, shall be limited to replacement of the non-conforming Product and payment of the costs directly associated with the removal of the Product. CITGO MAKES NO OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, WHICH EXTEND BEYOND THOSE DESCRIBED IN THIS SECTION. CITGO EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Warranties; Remedies. 12.1 The Supplier warrants that if any of the Contractual Documentation is defective in that the Supplier has failed to conform to the requirements of the Agreement Form or the work is not in accordance with Industry Standards the Supplier will re-perform such work immediately upon request and at no cost to the Customer provided that it is brought to the Supplier’s attention within 12 months of completion of the Services. Such re-performance of the Services shall constitute fulfilment of the Supplier’s entire obligations and liability to the Customer with respect to such defects in the Contractual Documentation.
12.2 The Supplier warrants that if any of goods materials or components to be supplied as part of the Services are defective or fail to conform to the requirements of the Agreement Form or Industry Standards the Supplier will make good or replace such goods materials or components and such replacement shall constitute fulfilment of the Supplier’s entire obligations and liability to the Customer with respect to such defects in goods materials or components supplied.
12.3 he Supplier shall not accept any liability for any plans documents code of practice drawings designs specifications goods free issue materials or components or other information which has not been created produced or developed or supplied by the Supplier pursuant to the Agreement Form and on which the Supplier will rely for the purposes of undertaking the Services other than where the specification requires the Supplier to validate or amend or supply the same and the liability of the Supplier shall be limited accordingly.
12.4 The Supplier shall not be liable for any defect which has been caused by any act or omission of the Customer or any event outside the control or responsibility of the Supplier in providing the Services.
Warranties; Remedies. 7.1 Premier hereby represents and warrants to DLB that Premier has all necessary right, power and authority to execute, deliver and perform this Agreement and to grant to DLB the licenses provided for herein. This Agreement, upon its execution by Premier and DLB, shall constitute a legal, valid and binding obligation of Premier, enforceable in accordance with its terms.
7.2 THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY PREMIER. PREMIER MAKES AND DLB RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.3 Premier shall have no liability with respect to its obligations under this Agreement for consequential, exemplary, punitive, special, or incidental damages even if it has been advised of the possibility of such damages. Premier's sole liability, including liability arising out of contract, negligence, and strict liability in tort or warranty, shall not exceed any amounts payable by DLB hereunder for the license to use the Software.
7.4 All sublicense agreements entered into by DLB pursuant to the terms and provisions of this Agreement shall expressly disclaim Premier's liability for breach of any warranty or other obligation of DLB contained in such sublicense agreement.
7.5 Premier and DLB each acknowledges that the provisions of this Agreement were negotiated to reflect an informed, voluntary allocation between them of all risks (both known and unknown) associated with the transactions contemplated by this Agreement. The warranty disclaimers and limitations in this Agreement are intended to limit the circumstances of liability. The remedy limitations, and the limitations of liability, are separately intended to limit the forms of relief available to DLB.
