Common use of Warranty and Maintenance Clause in Contracts

Warranty and Maintenance. 17.1 Supplier confirms and warrants to ISR that commencing on the issuance date of the Final Acceptance Certificate and for a period of 24 (twenty four) months thereafter (the "Warranty Period") the System (including software and hardware components as well as any materials, subsystem embedded in the System), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement and be free of any malfunctions, faults, defects and/or deficiencies, including but not limited to any malfunctions, faults, defects and/or deficiencies with respect to: design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.) (the "Warranty"). Supplier further confirms and warrants that, as an integral part of the Warranty Period, the Supplier shall provide ISR, without any additional charge or cost, with preventive, corrective and emergency maintenance services for the System and any part thereof, which services shall include, inter alia, support, labor, calibrations, support and examination of the System, repairs (including repairs required due to wear and tear), replacements, spare parts, updates, troubleshooting and correction of bugs, as well as all applicable manufacturer specifications in order to assure that the System and any part thereof, shall operate and perform to the maximum extent of their capabilities. 17.2 Without derogating from the above, for any fault or defect attributed to the System within the Warranty Period, the Supplier shall, at his own expense and without delay, immediately repair and/or replace the ascertained defects and/or faults, and/or damages and/or components to the satisfaction of ISR, or send a replacement supply to ISR and pay for any and all costs related to such repair or replacement, including, but not limited to: special tools, equipment, costs related to transportation, dismounting and mounting, etc. 17.3 Supplier further confirms and warrants that as an integral part of the Warranty, the Supplier shall provide without any additional charge or cost, any and all spare parts and updates (including tools, materials, equipment, software, hardware and/or any type of consumables) required pursuant to this Agreement as well as the applicable manufacturer specifications for routine maintenance and preventive maintenance in order to assure that the System, and any part thereof, shall operate and perform to the maximum extent of its capabilities. 17.4 All necessary repairs and/or replacement works required to be performed during the Warranty Period, and/or during the Supplier’s provision of the Optional Warranty, if any, shall be performed by Supplier or by representatives of the Supplier only, subject to prior written approval of ISR. 17.5 Without derogating from its other obligations in this Section, Supplier further certifies and confirms that during the Warranty it shall provide ISR without any additional charge or cost: 17.5.1. Malfunction report service 24 hours a day 7 days per week whether through human staffed stations or through automatic recording. 17.5.2. In case of a Severe Malfunction, the Response Time shall not exceed 1 (one) week and the Resolution Time shall not exceed 5 (five) days from the report of the problem. In such time ISR may demand upon its sole discretion the personal and uninterrupted presence of professional representatives of the Supplier in Site, having the appropriate skills and in the relevant number as the case may be, at no additional charge ("Presence on Site"), and Supplier shall immediately comply with such demand. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.3. In case of any other malfunctions, the Response Time shall not exceed 3 (three) weeks and the Resolution Time shall not exceed 5 (five) days from the report of the problem. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.4. If Resolution Time has elapsed without a solution having been found, Supplier shall supply to ISR a new SYSTEM conforming to all of the requirements as detailed in this Agreement and/or new equipment and/or Software to be replaced and/or install, and Supplier shall immediately comply with such demand. 17.5.5. Without derogating from the above and in addition, in the event that Supplier fails to remedy a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge the Supplier with liquidated damages amounting to 5,000 € for each day during which the malfunction was not resolved (from the 13th day after the report by ISR and onwards). 17.5.6. Without derogating from the above and in addition, in the event that Supplier fails to remedy a malfunction which is not a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge Supplier with liquidated damages amounting to 1,000 € for each day during which the System is not fully available for operation. 17.5.7. Treatment of any malfunction shall be continuous until the solution is found, i.e. until the malfunction is repaired or until a reasonable way is found to circumvent it. The report by ISR's representative as to the malfunction shall include the categorization of the malfunction (whether severe or not) according to his discretion. A solution which is circumvented shall not absolve the Supplier of its duty to repair the malfunction or be considered a solution to the malfunction for any respect. 17.5.8. For the removal of doubt, the liquidated damages as herein provided shall not derogate from any other rights or remedies available to ISR under any applicable law or under this Agreement. 17.5.9. For the removal of doubt, ISR may recover any sums due to ISR with regard to such liquidated damages from the guarantee provided by Supplier or by set off from any consideration under this Agreement. 17.6 For the avoidance of doubt, the Warranty requirements specified herein are irrespective of whether the malfunction, defect, deficiency or deviation from this Agreement was already present upon the issuance by ISR of any Acceptance Certificate. 17.7 Supplier shall perform during the term of the Warranty and 24 months after its termination a service support Visit every year (a total of 4 visits) for at least 3 (three) business days each in Israel (the "Service Support Visit"). The Service Support Visits constitute an inseparable part of the Warranty, for no additional charge or cost. The Service Support Visits shall be conducted by an adequately staffed qualified and expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance.

Appears in 2 contracts

Samples: Agreement for the Acquisition of a Computer Numerical Control Wheel Lathe, Supply Agreement

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Warranty and Maintenance. 17.1 Supplier confirms and warrants to ISR that commencing on the issuance date of the Final Acceptance Certificate and for a period of 24 Thirty Six (twenty four36) months thereafter (the "Warranty Period") ), the System RRV, and any part thereof (including software and hardware components as well as any materials, subsystem system embedded in the SystemRRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement Agreement, including the Technical Specifications, and be free of any malfunctions, faults, defects and/or deficiencies, including but not limited to any malfunctions, faults, defects and/or deficiencies with respect to: in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.) (the "Warranty"). With regards to the vehicle in the RRV, during the Warranty Period, Supplier shall nominate the Authorized Importer of the vehicle to provide in Israel all services with regards to the vehicle in the RRV. Authorized Importer shall be deemed as a Subcontractor of Supplier for such services and Section 25 shall apply on the Authorized Importer. For the avoidance of any doubt it shall be the responsibility of the Supplier to procure that all during the Warranty Period, Authorized Importer shall provide the vehicle in the RRV with all necessary services so that the the vehicle in the RRV including software and hardware components as well as any materials, system embedded in the RRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement, including the Technical Specifications, and be free of any faults, defects and/or deficiencies, including but not limited to any faults, defects and/or deficiencies in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.). 17.2 Supplier further confirms and warrants that, as an integral part of the Warranty Period, the Supplier shall provide ISR, without any additional charge or cost, with preventivetraining corrective maintenance, replacement of spare parts resulting from the corrective maintenance, and emergency troubleshooting. 17.3 For the avoidance of any doubt, ISR shall perform at its own cost and expense all preventive maintenance services and calibration using the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier in accordance with the Training and the Maintenance Plan. Suppliers shall be responsible to correct at its own cost and expense any defect and/or deficiencies in the preventive maintenance and calibration is such defect and/or deficiencies are a result of lack of equipment and/or spare parts and/or materials in the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier and/or insufficient Training to ISR. 17.4 As an integral part of the Warranty during the Warranty Period, Supplier shall supply and install updates of all Software and of changes (including Minor Releases and New Editions) for applications and system components to what is available in the market. Installing any New Edition or Minor Release shall be subject to prior written approval of the ISR. Supplier shall notify ISR of the existence of any update or new version release, and will detail the implications of the installation and hardware and software requirements associated with it, if at all. For the avoidance of doubt, it is hereby clarified that the aforesaid shall not require ISR to order from the Supplier the updates, New Editions and Minor Releases mentioned above, and ISR shall have the sole discretion whether to install the same. Supplier will provide the full documentation and training required and acceptable for the System changes and for the updated editions and versions, so that ISR is in possession of documentation compatible with the latest updates made to the system at any given time. "Minor release"– update to the latest release of the Software, released by Supplier and/or third party relating to the Software from time to time, with the repair as the main purpose. "New Edition" -A Major Release, a new and updated version of the Software, released by Supplier and/or third party relating to the Software from time to time in order to improve functionality vis a vis the previous edition. 17.5 The Warranty Period shall also include, as an inseparable part thereof, which services without any additional charge or cost every six months support visit in Israel for at least 3 (three) business days ("Service Support Visit"). The Service Support Visit shall include, inter alia, support, labor, calibrations, support be conducted by an adequately staffed qualified and examination expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the System, repairs (including repairs required due to wear and tear), replacements, spare parts, updates, troubleshooting and correction of bugs, as well as all applicable manufacturer specifications in order to assure that the System and any part thereof, shall operate and perform to the maximum extent of their capabilities. 17.2 relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for any fault or expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance. 17.6 ISR shall promptly inform the Supplier of a Work defect attributed it is aware of after discovery of such defect. Suppliers shall not bear responsibility for defects if such defect is a result of gross negligence and/or vandalism on the part of ISR to the System within RRV. 17.7 Without derogating from any rights or remedies available to ISR according to this Agreement and/or under applicable law, upon receipt by Supplier of a written notice from ISR claiming that the Warranty Periodhas been breached, the in any way whatsoever, Supplier shall, at his own its sole cost and expense and without delaywithin the time set out in the Technical Specifications and in accordance the severity of such breach, immediately repair and/or shall: (i) promptly investigate and examine the RRV or any part thereof; (ii) remedy, cure, repair, replace (including the ascertained defects and/or faultssupply and installation of the new components), and/or damages and/or components fix and take any action necessary to the satisfaction remedy any defect, deficiency, damage or loss, due to any failure, fault, shortcoming or non-conformity, such as faulty or negligent design (including errors and omissions in design), workmanship, materials or components, assembly or software, of ISR, Supplier or send a replacement supply to ISR and pay for of any and all costs related to such repair or replacement, including, but not limited to: special tools, equipment, costs related to transportation, dismounting and mounting, etc. 17.3 Supplier further confirms and warrants that as an integral part of the Warranty, the Supplier shall provide without Subcontractors or any additional charge or cost, any and all spare parts and updates (including tools, materials, equipment, software, hardware and/or any type of consumables) required pursuant to this Agreement as well as the applicable manufacturer specifications for routine maintenance and preventive maintenance in order to assure that the System, and any part thereof, shall operate and perform to the maximum extent of its capabilities.third party acting on Supplier's 17.4 All necessary repairs and/or replacement works required to be performed during the Warranty Period, and/or during the Supplier’s provision of the Optional Warranty, if any, shall be performed by Supplier or by representatives of the Supplier only, subject to prior written approval of ISR. 17.5 17.8 Without derogating from its other obligations in this Section, Supplier further certifies and confirms that during the Warranty it shall provide ISR without any additional charge or cost: 17.5.1. 17.8.1 Malfunction report service 24 hours a day 7 days per week whether through human staffed stations or through automatic recording. 17.5.2. 17.8.2 In case of a Severe Malfunction, the Response Time shall not exceed 1 48 (oneforty eight) week hours and the Resolution Time shall not exceed 5 10 (fiveten) days Business Days from the report of the problem. In such time ISR may demand upon its sole discretion the personal and uninterrupted presence of professional representatives of the Supplier in Site, having the appropriate skills and in the relevant number as the case may be, at no additional charge ("Presence on Site"), and Supplier shall immediately comply with such demand. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.3. 17.8.3 In case of any other malfunctions, the Response Time shall not exceed 3 48 (threeforty eight) weeks hours and the Resolution Time shall not exceed 5 15 (fivefifteen) days Business Days from the report of the problem. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.4. 17.8.4 If Resolution Time has elapsed without a solution having been found, Supplier shall supply to ISR a new SYSTEM RRV conforming to without all requirements of the requirements as detailed in this Agreement and/or new equipment and/or Software to be replaced and/or install, and Supplier shall immediately comply with such demand. 17.5.5. 17.8.5 Without derogating from the above and in addition, in the event that Supplier fails to remedy a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge the Supplier with liquidated damages amounting to 5,000 1,000 € for each day during which the malfunction was not resolved (from the 13th fourth day after the report by ISR and onwards). 17.5.6. 17.8.6 Without derogating from the above and in addition, in the event that Supplier fails to remedy a malfunction which is not a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge Supplier with liquidated damages amounting to 1,000 500 € for each day during which the System RRV is not fully available for operation. 17.5.7. 17.8.7 Treatment of any malfunction shall be continuous until the solution is found, i.e. until the malfunction is repaired or until a reasonable way is found to circumvent it. The report by ISR's representative as to the malfunction shall include the categorization of the malfunction (whether severe or not) according to his discretion. A solution which is circumvented shall not absolve the Supplier of its duty to repair the malfunction or be considered a solution to the malfunction for any respect. 17.5.8. 17.8.8 For the removal of doubt, the liquidated damages as herein provided shall not derogate from any other rights or remedies available to ISR under any applicable law or under this Agreement. 17.5.9. 17.8.9 For the removal of doubt, ISR may recover any sums due to ISR with regard to such liquidated damages from the guarantee provided by Supplier or by set off from any consideration under this Agreement. 17.6 17.9 For the avoidance of doubt, the Warranty requirements specified herein are irrespective of whether the malfunction, defect, deficiency or deviation from this Agreement was already present upon the issuance by ISR of any Acceptance Certificate. 17.7 17.10 For the avoidance of doubt it is hereby clarified that Supplier shall perform during not be entitled, directly or indirectly, to receive any additional reimbursement, consideration, cost, fee and/or payment for the term provision of the Warranty and/or Service Support Visit and the RRV Price is deemed as the final complete and inclusive price for the provision of the Warranty and 24 months after its termination a service support Visit every year (a total all obligations and undertakings pertaining thereto as well as for all ancillary services and Works required for the provision of 4 visits) for at least 3 (three) business days each in Israel (the "Warranty including the Service Support Visit"). The Service Support Visits constitute an inseparable part of the Warranty, for no additional charge or cost. The Service Support Visits shall be conducted by an adequately staffed qualified and expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance.

Appears in 1 contract

Samples: Supply Agreement

Warranty and Maintenance. 17.1 Supplier confirms and warrants to ISR that commencing on the issuance date of the Final Acceptance Certificate and for a period of 24 Thirty Six (twenty four36) months thereafter (the "Warranty Period") ), the System RRV, and any part thereof (including software and hardware components as well as any materials, subsystem system embedded in the SystemRRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement Agreement, including the Technical Specifications, and be free of any malfunctions, faults, defects and/or deficiencies, including but not limited to any malfunctions, faults, defects and/or deficiencies with respect to: in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.) (the "Warranty"). With regards to the vehicle in the RRV, during the Warranty Period, Supplier shall nominate the Authorized Importer of the vehicle to provide in Israel all services with regards to the vehicle in the RRV. Authorized Importer shall be deemed as a Subcontractor of Supplier for such services and Section 25 shall apply on the Authorized Importer. For the avoidance of any doubt it shall be the responsibility of the Supplier to procure that all during the Warranty Period, Authorized Importer shall provide the vehicle in the RRV with all necessary services so that the the vehicle in the RRV including software and hardware components as well as any materials, system embedded in the RRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement, including the Technical Specifications, and be free of any faults, defects and/or deficiencies, including but not limited to any faults, defects and/or deficiencies in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.). 17.2 Supplier further confirms and warrants that, as an integral part of the Warranty Period, the Supplier shall provide ISR, without any additional charge or cost, with preventivetraining corrective on corrective maintenance, replacement of spare parts resulting from the corrective maintenance, and emergency troubleshooting. 17.3 For the avoidance of any doubt, ISR shall perform at its own cost and expense all preventive maintenance services and calibration using the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier in accordance with the Training and the Maintenance Plan. Suppliers shall be responsible to correct at its own cost and expense any defect and/or deficiencies in the preventive maintenance and calibration is such defect and/or deficiencies are a result of lack of equipment and/or spare parts and/or materials in the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier and/or insufficient Training to ISR. 17.4 As an integral part of the Warranty during the Warranty Period, Supplier shall supply and install updates of all Software and of changes (including Minor Releases and New Editions) for applications and system components to what is available in the market. Installing any New Edition or Minor Release shall be subject to prior written approval of the ISR. Supplier shall notify ISR of the existence of any update or new version release, and will detail the implications of the installation and hardware and software requirements associated with it, if at all. For the avoidance of doubt, it is hereby clarified that the aforesaid shall not require ISR to order from the Supplier the updates, New Editions and Minor Releases mentioned above, and ISR shall have the sole discretion whether to install the same. Supplier will provide the full documentation and training required and acceptable for the System changes and for the updated editions and versions, so that ISR is in possession of documentation compatible with the latest updates made to the system at any given time. "Minor release"– update to the latest release of the Software, released by Supplier and/or third party relating to the Software from time to time, with the repair as the main purpose. "New Edition" -A Major Release, a new and updated version of the Software, released by Supplier and/or third party relating to the Software from time to time in order to improve functionality vis a vis the previous edition. 17.5 The Warranty Period shall also include, as an inseparable part thereof, which services without any additional charge or cost every six months support visit in Israel for at least 3 (three) business days ("Service Support Visit"). The Service Support Visit shall include, inter alia, support, labor, calibrations, support be conducted by an adequately staffed qualified and examination expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the System, repairs (including repairs required due to wear and tear), replacements, spare parts, updates, troubleshooting and correction of bugs, as well as all applicable manufacturer specifications in order to assure that the System and any part thereof, shall operate and perform to the maximum extent of their capabilities. 17.2 relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for any fault or expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance. 17.6 ISR shall promptly inform the Supplier of a Work defect attributed it is aware of after discovery of such defect. Suppliers shall not bear responsibility for defects if such defect is a result of gross negligence and/or vandalism on the part of ISR to the System within RRV. 17.7 Without derogating from any rights or remedies available to ISR according to this Agreement and/or under applicable law, upon receipt by Supplier of a written notice from ISR claiming that the Warranty Periodhas been breached, the in any way whatsoever, Supplier shall, at his own its sole cost and expense and without delaywithin the time set out in the Technical Specifications and in accordance the severity of such breach, immediately repair and/or shall: (i) promptly investigate and examine the RRV or any part thereof; (ii) remedy, cure, repair, replace (including the ascertained defects and/or faultssupply and installation of the new components), and/or damages and/or components fix and take any action necessary to the satisfaction remedy any defect, deficiency, damage or loss, due to any failure, fault, shortcoming or non-conformity, such as faulty or negligent design (including errors and omissions in design), workmanship, materials or components, assembly or software, of ISR, Supplier or send a replacement supply to ISR and pay for of any and all costs related to such repair of the Subcontractors or replacement, including, but not limited to: special tools, equipment, costs related to transportation, dismounting and mounting, etcany third party acting on Supplier's behalf. 17.3 Supplier further confirms and warrants that as an integral part of the Warranty, the Supplier shall provide without any additional charge or cost, any and all spare parts and updates (including tools, materials, equipment, software, hardware and/or any type of consumables) required pursuant to this Agreement as well as the applicable manufacturer specifications for routine maintenance and preventive maintenance in order to assure that the System, and any part thereof, shall operate and perform to the maximum extent of its capabilities. 17.4 All necessary repairs and/or replacement works required to be performed during the Warranty Period, and/or during the Supplier’s provision of the Optional Warranty, if any, shall be performed by Supplier or by representatives of the Supplier only, subject to prior written approval of ISR. 17.5 17.8 Without derogating from its other obligations in this Section, Supplier further certifies and confirms that during the Warranty it shall provide ISR without any additional charge or cost: 17.5.1. 17.8.1 Malfunction report service 24 hours a day 7 days per week whether through human staffed stations or through automatic recording. 17.5.2. 17.8.2 In case of a Severe Malfunction, the Response Time shall not exceed 1 48 (oneforty eight) week hours and the Resolution Time shall not exceed 5 10 15 (fivetenfifteen) days Business Days from the report of the problem. In such time ISR may demand upon its sole discretion the personal and uninterrupted presence of professional representatives of the Supplier in Site, having the appropriate skills and in the relevant number as the case may be, at no additional charge ("Presence on Site"), and Supplier shall immediately comply with such demand. In such time ISR may demand Presence on Site and case Supplier shall immediately comply not be able to repair the Severe Malfunction at Site, then Supplier shall be responsible at its own cost and expense to deliver the RRV to Supplier's workshop, execute all repairs and deliver the RRV back to Site all as directed by ISR at is sole discretion after consultation with such demandSupplier. For the avoidance of any doubt, Supplier shall bear all cost and expenses for the above. 17.5.3. 17.8.3 In case of any other malfunctions, the Response Time shall not exceed 3 48 (threeforty eight) weeks hours and the Resolution Time shall not exceed 5 15 21 (fivefifteentwenty-one) days Business Days from the report of the problem. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.4. 17.8.4 If Resolution Time has elapsed without a solution having been found, Supplier shall supply to ISR a new SYSTEM RRV conforming to without all requirements of the requirements as detailed in this Agreement and/or new equipment and/or Software to be replaced and/or install, and Supplier shall immediately comply with such demand. 17.5.5. 17.8.5 Without derogating from the above and in addition, in the event that Supplier fails to remedy a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge the Supplier with liquidated damages amounting to 5,000 1,000 600 € for each day during which the malfunction was not resolved (from the 13th fourth day after the report by ISR and onwards). For the avoidance of any doubt, in the event that RRV shall be transferred to Supplier's workshop as specified above, Supplier shall pay the above liquidated damages for time in transit. 17.5.6. 17.8.6 Without derogating from the above and in addition, in the event that Supplier fails to remedy a malfunction which is not a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge Supplier with liquidated damages amounting to 1,000 500 € for each day during which the System RRV is not fully available for operation. 17.5.7. 17.8.7 Treatment of any malfunction shall be continuous until the solution is found, i.e. until the malfunction is repaired or until a reasonable way is found to circumvent it. The report by ISR's representative as to the malfunction shall include the categorization of the malfunction (whether severe or not) according to his discretion. A solution which is circumvented shall not absolve the Supplier of its duty to repair the malfunction or be considered a solution to the malfunction for any respect. 17.5.8. 17.8.8 For the removal of doubt, the liquidated damages as herein provided shall not derogate from any other rights or remedies available to ISR under any applicable law or under this Agreement. 17.5.9. 17.8.9 For the removal of doubt, ISR may recover any sums due to ISR with regard to such liquidated damages from the guarantee provided by Supplier or by set off from any consideration under this Agreement. 17.6 17.9 For the avoidance of doubt, the Warranty requirements specified herein are irrespective of whether the malfunction, defect, deficiency or deviation from this Agreement was already present upon the issuance by ISR of any Acceptance Certificate. 17.7 17.10 For the avoidance of doubt it is hereby clarified that Supplier shall perform during not be entitled, directly or indirectly, to receive any additional reimbursement, consideration, cost, fee and/or payment for the term provision of the Warranty and/or Service Support Visit and the RRV Price is deemed as the final complete and inclusive price for the provision of the Warranty and 24 months after its termination a service support Visit every year (a total all obligations and undertakings pertaining thereto as well as for all ancillary services and Works required for the provision of 4 visits) for at least 3 (three) business days each in Israel (the "Warranty including the Service Support Visit"). The Service Support Visits constitute an inseparable part of the Warranty, for no additional charge or cost. The Service Support Visits shall be conducted by an adequately staffed qualified and expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance.

Appears in 1 contract

Samples: Supply Agreement

Warranty and Maintenance. 17.1 Supplier confirms and warrants to ISR that commencing on the issuance date of the Final Acceptance Certificate and for a period of 24 Thirty Six (twenty four36) months thereafter (the "Warranty Period") ), the System RRV, and any part thereof (including software and hardware components as well as any materials, subsystem system embedded in the SystemRRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement Agreement, including the Technical Specifications, and be free of any malfunctions, faults, defects and/or deficiencies, including but not limited to any malfunctions, faults, defects and/or deficiencies with respect to: in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.) (the "Warranty"). With regards to the vehicle in the RRV, during the Warranty Period, Supplier shall nominate the Authorized Importer of the vehicle to provide in Israel all services with regards to the vehicle in the RRV. Authorized Importer shall be deemed as a Subcontractor of Supplier for such services and Section 25 shall apply on the Authorized Importer. For the avoidance of any doubt it shall be the responsibility of the Supplier to procure that all during the Warranty Period, Authorized Importer shall provide the vehicle in the RRV with all necessary services so that the vehicle in the RRV including software and hardware components as well as any materials, system embedded in the RRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement, including the Technical Specifications, and be free of any faults, defects and/or deficiencies, including but not limited to any faults, defects and/or deficiencies in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.). 17.2 Supplier further confirms and warrants that, as an integral part of the Warranty Period, the Supplier shall provide ISR, without any additional charge or cost, with preventivetraining on corrective maintenance, replacement of spare parts resulting from the corrective maintenance, and emergency troubleshooting. 17.3 For the avoidance of any doubt, ISR shall perform at its own cost and expense all preventive maintenance services and calibration using the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier in accordance with the Training and the Maintenance Plan. Suppliers shall be responsible to correct at its own cost and expense any defect and/or deficiencies in the preventive maintenance and calibration is such defect and/or deficiencies are a result of lack of equipment and/or spare parts and/or materials in the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier and/or insufficient Training to ISR. 17.4 As an integral part of the Warranty during the Warranty Period, Supplier shall supply and install updates of all Software and of changes (including Minor Releases and New Editions) for applications and system components to what is available in the market. Installing any New Edition or Minor Release shall be subject to prior written approval of the ISR. Supplier shall notify ISR of the existence of any update or new version release, and will detail the implications of the installation and hardware and software requirements associated with it, if at all. For the avoidance of doubt, it is hereby clarified that the aforesaid shall not require ISR to order from the Supplier the updates, New Editions and Minor Releases mentioned above, and ISR shall have the sole discretion whether to install the same. Supplier will provide the full documentation and training required and acceptable for the System changes and for the updated editions and versions, so that ISR is in possession of documentation compatible with the latest updates made to the system at any given time. "Minor release"– update to the latest release of the Software, released by Supplier and/or third party relating to the Software from time to time, with the repair as the main purpose. "New Edition" -A Major Release, a new and updated version of the Software, released by Supplier and/or third party relating to the Software from time to time in order to improve functionality vis a vis the previous edition. 17.5 The Warranty Period shall also include, as an inseparable part thereof, which services without any additional charge or cost every six months support visit in Israel for at least 3 (three) business days ("Service Support Visit"). The Service Support Visit shall include, inter alia, support, labor, calibrations, support be conducted by an adequately staffed qualified and examination expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the System, repairs (including repairs required due to wear and tear), replacements, spare parts, updates, troubleshooting and correction of bugs, as well as all applicable manufacturer specifications in order to assure that the System and any part thereof, shall operate and perform to the maximum extent of their capabilities. 17.2 relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for any fault or expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance. 17.6 ISR shall promptly inform the Supplier of a Work defect attributed it is aware of after discovery of such defect. Suppliers shall not bear responsibility for defects if such defect is a result of gross negligence and/or vandalism on the part of ISR to the System within RRV. 17.7 Without derogating from any rights or remedies available to ISR according to this Agreement and/or under applicable law, upon receipt by Supplier of a written notice from ISR claiming that the Warranty Periodhas been breached, the in any way whatsoever, Supplier shall, at his own its sole cost and expense and without delaywithin the time set out in the Technical Specifications and in accordance the severity of such breach, immediately repair and/or shall: (i) promptly investigate and examine the RRV or any part thereof; (ii) remedy, cure, repair, replace (including the ascertained defects and/or faultssupply and installation of the new components), and/or damages and/or components fix and take any action necessary to the satisfaction remedy any defect, deficiency, damage or loss, due to any failure, fault, shortcoming or non-conformity, such as faulty or negligent design (including errors and omissions in design), workmanship, materials or components, assembly or software, of ISR, Supplier or send a replacement supply to ISR and pay for of any and all costs related to such repair of the Subcontractors or replacement, including, but not limited to: special tools, equipment, costs related to transportation, dismounting and mounting, etcany third party acting on Supplier's behalf. 17.3 Supplier further confirms and warrants that as an integral part of the Warranty, the Supplier shall provide without any additional charge or cost, any and all spare parts and updates (including tools, materials, equipment, software, hardware and/or any type of consumables) required pursuant to this Agreement as well as the applicable manufacturer specifications for routine maintenance and preventive maintenance in order to assure that the System, and any part thereof, shall operate and perform to the maximum extent of its capabilities. 17.4 All necessary repairs and/or replacement works required to be performed during the Warranty Period, and/or during the Supplier’s provision of the Optional Warranty, if any, shall be performed by Supplier or by representatives of the Supplier only, subject to prior written approval of ISR. 17.5 17.8 Without derogating from its other obligations in this Section, Supplier further certifies and confirms that during the Warranty it shall provide ISR without any additional charge or cost: 17.5.1. 17.8.1 Malfunction report service 24 hours a day 7 days per week whether through human staffed stations or through automatic recording. 17.5.2. 17.8.2 In case of a Severe Malfunction, the Response Time shall not exceed 1 48 (oneforty eight) week hours and the Resolution Time shall not exceed 5 15 (fivefifteen) days Business Days from the report of the problem. In such time ISR may demand upon its sole discretion the personal and uninterrupted presence of professional representatives of the Supplier in Site, having the appropriate skills and in the relevant number as the case may be, at no additional charge ("Presence on Site"), and Supplier shall immediately comply with such demand. In such time ISR may demand Presence on Site and case Supplier shall immediately comply not be able to repair the Severe Malfunction at Site, then Supplier shall be responsible at its own cost and expense to deliver the RRV to Supplier's workshop, execute all repairs and deliver the RRV back to Site all as directed by ISR at is sole discretion after consultation with such demandSupplier. For the avoidance of any doubt, Supplier shall bear all cost and expenses for the above. 17.5.3. 17.8.3 In case of any other malfunctions, the Response Time shall not exceed 3 48 (threeforty eight) weeks hours and the Resolution Time shall not exceed 5 21 (fivetwenty-one) days Business Days from the report of the problem. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.4. If Resolution Time has elapsed without a solution having been found, Supplier shall supply to ISR a new SYSTEM conforming to all of the requirements as detailed in this Agreement and/or new equipment and/or Software to be replaced and/or install, and Supplier shall immediately comply with such demand. 17.5.5. 17.8.5 Without derogating from the above and in addition, in the event that Supplier fails to remedy a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge the Supplier with liquidated damages amounting to 5,000 600 € for each day during which the malfunction was not resolved (from the 13th fourth day after the report by ISR and onwards). For the avoidance of any doubt, in the event that RRV shall be transferred to Supplier's workshop as specified above, Supplier shall pay the above liquidated damages for time in transit. 17.5.6. 17.8.6 Without derogating from the above and in addition, in the event that Supplier fails to remedy a malfunction which is not a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge Supplier with liquidated damages amounting to 1,000 500 € for each day during which the System RRV is not fully available for operation. 17.5.7. 17.8.7 Treatment of any malfunction shall be continuous until the solution is found, i.e. until the malfunction is repaired or until a reasonable way is found to circumvent it. The report by ISR's representative as to the malfunction shall include the categorization of the malfunction (whether severe or not) according to his discretion. A solution which is circumvented shall not absolve the Supplier of its duty to repair the malfunction or be considered a solution to the malfunction for any respect. 17.5.8. 17.8.8 For the removal of doubt, the liquidated damages as herein provided shall not derogate from any other rights or remedies available to ISR under any applicable law or under this Agreement. 17.5.9. 17.8.9 For the removal of doubt, ISR may recover any sums due to ISR with regard to such liquidated damages from the guarantee provided by Supplier or by set off from any consideration under this Agreement. 17.6 17.9 For the avoidance of doubt, the Warranty requirements specified herein are irrespective of whether the malfunction, defect, deficiency or deviation from this Agreement was already present upon the issuance by ISR of any Acceptance Certificate. 17.7 17.10 For the avoidance of doubt it is hereby clarified that Supplier shall perform during not be entitled, directly or indirectly, to receive any additional reimbursement, consideration, cost, fee and/or payment for the term provision of the Warranty and/or Service Support Visit and the RRV Price is deemed as the final complete and inclusive price for the provision of the Warranty and 24 months after its termination a service support Visit every year (a total all obligations and undertakings pertaining thereto as well as for all ancillary services and Works required for the provision of 4 visits) for at least 3 (three) business days each in Israel (the "Warranty including the Service Support Visit"). The Service Support Visits constitute an inseparable part of the Warranty, for no additional charge or cost. The Service Support Visits shall be conducted by an adequately staffed qualified and expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance.

Appears in 1 contract

Samples: Supply Agreement

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Warranty and Maintenance. 17.1 Supplier confirms and warrants to ISR that commencing on the issuance date of the Final Acceptance Certificate and for a period of 24 Thirty Six (twenty four36) months thereafter (the "Warranty Period") ), the System RRV, and any part thereof (including software and hardware components as well as any materials, subsystem system embedded in the SystemRRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement Agreement, including the Technical Specifications, and be free of any malfunctions, faults, defects and/or deficiencies, including but not limited to any malfunctions, faults, defects and/or deficiencies with respect to: in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.) (the "Warranty"). With regards to the vehicle in the RRV, during the Warranty Period, Supplier shall nominate the Authorized Importer of the vehicle to provide in Israel all services with regards to the vehicle in the RRV. Authorized Importer shall be deemed as a Subcontractor of Supplier for such services and Section 25 shall apply on the Authorized Importer. For the avoidance of any doubt it shall be the responsibility of the Supplier to procure that all during the Warranty Period, Authorized Importer shall provide the vehicle in the RRV with all necessary services so that the the vehicle in the RRV including software and hardware components as well as any materials, system embedded in the RRV), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement, including the Technical Specifications, and be free of any faults, defects and/or deficiencies, including but not limited to any faults, defects and/or deficiencies in design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.). 17.2 Supplier further confirms and warrants that, as an integral part of the Warranty Period, the Supplier shall provide ISR, without any additional charge or cost, with preventivetraining corrective maintenance, replacement of spare parts resulting from the corrective maintenance, and emergency troubleshooting. 17.3 For the avoidance of any doubt, ISR shall perform at its own cost and expense all preventive maintenance services and calibration using the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier in accordance with the Training and the Maintenance Plan. Suppliers shall be responsible to correct at its own cost and expense any defect and/or deficiencies in the preventive maintenance and calibration is such defect and/or deficiencies are a result of lack of equipment and/or spare parts and/or materials in the Spare Parts for Preventive Maintenance and Calibration supplied by Supplier and/or insufficient Training to ISR. 17.4 As an integral part of the Warranty during the Warranty Period, Supplier shall supply and install updates of all Software and of changes (including Minor Releases and New Editions) for applications and system components to what is available in the market. Installing any New Edition or Minor Release shall be subject to prior written approval of the ISR. Supplier shall notify ISR of the existence of any update or new version release, and will detail the implications of the installation and hardware and software requirements associated with it, if at all. For the avoidance of doubt, it is hereby clarified that the aforesaid shall not require ISR to order from the Supplier the updates, New Editions and Minor Releases mentioned above, and ISR shall have the sole discretion whether to install the same. Supplier will provide the full documentation and training required and acceptable for the System changes and for the updated editions and versions, so that ISR is in possession of documentation compatible with the latest updates made to the system at any given time. "Minor release"– update to the latest release of the Software, released by Supplier and/or third party relating to the Software from time to time, with the repair as the main purpose. "New Edition" -A Major Release, a new and updated version of the Software, released by Supplier and/or third party relating to the Software from time to time in order to improve functionality vis a vis the previous edition. 17.5 The Warranty Period shall also include, as an inseparable part thereof, which services without any additional charge or cost every six months support visit in Israel for at least 3 (three) business days ("Service Support Visit"). The Service Support Visit shall include, inter alia, support, labor, calibrations, support be conducted by an adequately staffed qualified and examination expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the System, repairs (including repairs required due to wear and tear), replacements, spare parts, updates, troubleshooting and correction of bugs, as well as all applicable manufacturer specifications in order to assure that the System and any part thereof, shall operate and perform to the maximum extent of their capabilities. 17.2 relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for any fault or expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance. 17.6 ISR shall promptly inform the Supplier of a Work defect attributed it is aware of after discovery of such defect. Suppliers shall not bear responsibility for defects if such defect is a result of gross negligence and/or vandalism on the part of ISR to the System within RRV. 17.7 Without derogating from any rights or remedies available to ISR according to this Agreement and/or under applicable law, upon receipt by Supplier of a written notice from ISR claiming that the Warranty Periodhas been breached, the in any way whatsoever, Supplier shall, at his own its sole cost and expense and without delaywithin the time set out in the Technical Specifications and in accordance the severity of such breach, immediately repair and/or shall: (i) promptly investigate and examine the RRV or any part thereof; (ii) remedy, cure, repair, replace (including the ascertained defects and/or faultssupply and installation of the new components), and/or damages and/or components fix and take any action necessary to the satisfaction remedy any defect, deficiency, damage or loss, due to any failure, fault, shortcoming or non-conformity, such as faulty or negligent design (including errors and omissions in design), workmanship, materials or components, assembly or software, of ISR, Supplier or send a replacement supply to ISR and pay for of any and all costs related to such repair of the Subcontractors or replacement, including, but not limited to: special tools, equipment, costs related to transportation, dismounting and mounting, etcany third party acting on Supplier's behalf. 17.3 Supplier further confirms and warrants that as an integral part of the Warranty, the Supplier shall provide without any additional charge or cost, any and all spare parts and updates (including tools, materials, equipment, software, hardware and/or any type of consumables) required pursuant to this Agreement as well as the applicable manufacturer specifications for routine maintenance and preventive maintenance in order to assure that the System, and any part thereof, shall operate and perform to the maximum extent of its capabilities. 17.4 All necessary repairs and/or replacement works required to be performed during the Warranty Period, and/or during the Supplier’s provision of the Optional Warranty, if any, shall be performed by Supplier or by representatives of the Supplier only, subject to prior written approval of ISR. 17.5 17.8 Without derogating from its other obligations in this Section, Supplier further certifies and confirms that during the Warranty it shall provide ISR without any additional charge or cost: 17.5.1. 17.8.1 Malfunction report service 24 hours a day 7 days per week whether through human staffed stations or through automatic recording. 17.5.2. 17.8.2 In case of a Severe Malfunction, the Response Time shall not exceed 1 48 (oneforty eight) week hours and the Resolution Time shall not exceed 5 10 (fiveten) days Business Days from the report of the problem. In such time ISR may demand upon its sole discretion the personal and uninterrupted presence of professional representatives of the Supplier in Site, having the appropriate skills and in the relevant number as the case may be, at no additional charge ("Presence on Site"), and Supplier shall immediately comply with such demand. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.3. 17.8.3 In case of any other malfunctions, the Response Time shall not exceed 3 48 (threeforty eight) weeks hours and the Resolution Time shall not exceed 5 15 (fivefifteen) days Business Days from the report of the problem. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.4. 17.8.4 If Resolution Time has elapsed without a solution having been found, Supplier shall supply to ISR a new SYSTEM RRV conforming to without all requirements of the requirements as detailed in this Agreement and/or new equipment and/or Software to be replaced and/or install, and Supplier shall immediately comply with such demand. 17.5.5. 17.8.5 Without derogating from the above and in addition, in the event that Supplier fails to remedy a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge the Supplier with liquidated damages amounting to 5,000 1,000 € for each day during which the malfunction was not resolved (from the 13th fourth day after the report by ISR and onwards). 17.5.6. 17.8.6 Without derogating from the above and in addition, in the event that Supplier fails to remedy a malfunction which is not a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge Supplier with liquidated damages amounting to 1,000 500 € for each day during which the System RRV is not fully available for operation. 17.5.7. 17.8.7 Treatment of any malfunction shall be continuous until the solution is found, i.e. until the malfunction is repaired or until a reasonable way is found to circumvent it. The report by ISR's representative as to the malfunction shall include the categorization of the malfunction (whether severe or not) according to his discretion. A solution which is circumvented shall not absolve the Supplier of its duty to repair the malfunction or be considered a solution to the malfunction for any respect. 17.5.8. 17.8.8 For the removal of doubt, the liquidated damages as herein provided shall not derogate from any other rights or remedies available to ISR under any applicable law or under this Agreement. 17.5.9. 17.8.9 For the removal of doubt, ISR may recover any sums due to ISR with regard to such liquidated damages from the guarantee provided by Supplier or by set off from any consideration under this Agreement. 17.6 17.9 For the avoidance of doubt, the Warranty requirements specified herein are irrespective of whether the malfunction, defect, deficiency or deviation from this Agreement was already present upon the issuance by ISR of any Acceptance Certificate. 17.7 17.10 For the avoidance of doubt it is hereby clarified that Supplier shall perform during not be entitled, directly or indirectly, to receive any additional reimbursement, consideration, cost, fee and/or payment for the term provision of the Warranty and/or Service Support Visit and the RRV Price is deemed as the final complete and inclusive price for the provision of the Warranty and 24 months after its termination a service support Visit every year (a total all obligations and undertakings pertaining thereto as well as for all ancillary services and Works required for the provision of 4 visits) for at least 3 (three) business days each in Israel (the "Warranty including the Service Support Visit"). The Service Support Visits constitute an inseparable part of the Warranty, for no additional charge or cost. The Service Support Visits shall be conducted by an adequately staffed qualified and expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance.

Appears in 1 contract

Samples: Supply Agreement

Warranty and Maintenance. 17.1 Supplier confirms and warrants to ISR that commencing on the issuance date of the Final Acceptance Certificate and for a period of 24 (twenty four) months thereafter (the "Warranty Period") the System (including software and hardware components as well as any materials, subsystem embedded in the System), shall operate and perform to the maximum extent of its capabilities and in all respects in strict accordance with the terms and the conditions of this Agreement and be free of any malfunctions, faults, defects and/or deficiencies, including but not limited to any malfunctions, faults, defects and/or deficiencies with respect to: design, material, workmanship, dismantling for sea and land conveyance, assembly, materials, components, software, hardware, etc.) (the "Warranty"). Supplier further confirms and warrants that, as an integral part of the Warranty Period, the Supplier shall provide ISR, without any additional charge or cost, with preventive, corrective and emergency maintenance services for the System and any part thereof, which services shall include, inter alia, support, labor, calibrations, support and examination of the System, repairs (including repairs required due to wear and tear), replacements, spare parts, updates, troubleshooting and correction of bugs, as well as all applicable manufacturer specifications in order to assure that the System and any part thereof, shall operate and perform to the maximum extent of their capabilities. 17.2 Without derogating from the above, for any fault or defect attributed to the System within the Warranty Period, the Supplier shall, at his own expense and without delay, immediately repair and/or replace the ascertained defects and/or faults, and/or damages and/or components to the satisfaction of ISR, or send a replacement supply to ISR and pay for any and all costs related to such repair or replacement, including, but not limited to: special tools, equipment, costs related to transportation, dismounting and mounting, etc. 17.3 Supplier further confirms and warrants that as an integral part of the Warranty, the Supplier shall provide without any additional charge or cost, any and all spare parts and updates (including tools, materials, equipment, software, hardware and/or any type of consumables) required pursuant to this Agreement as well as the applicable manufacturer specifications for routine maintenance and preventive maintenance in order to assure that the System, and any part thereof, shall operate and perform to the maximum extent of its capabilities. 17.4 All necessary repairs and/or replacement works required to be performed during the Warranty Period, and/or during the Supplier’s provision of the Optional Warranty, if any, shall be performed by Supplier or by representatives of the Supplier only, subject to prior written approval of ISR. 17.5 Without derogating from its other obligations in this Section, Supplier further certifies and confirms that during the Warranty it shall provide ISR without any additional charge or cost: 17.5.1. Malfunction report service 24 hours a day 7 days per week whether through human staffed stations or through automatic recording. 17.5.2. In case of a Severe Malfunction, the Response Time shall not exceed 1 (one) week and the Resolution Time shall not exceed 5 (five) days from the report of the problem. In such time ISR may demand upon its sole discretion the personal and uninterrupted presence of professional representatives of the Supplier in Site, having the appropriate skills and in the relevant number as the case may be, at no additional charge ("Presence on Site"), and Supplier shall immediately comply with such demand. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.3. In case of any other malfunctions, the Response Time shall not exceed 3 (three) weeks and the Resolution Time shall not exceed 5 (five) days from the report of the problem. In such time ISR may demand Presence on Site and Supplier shall immediately comply with such demand. 17.5.4. If Resolution Time has elapsed without a solution having been found, Supplier shall supply to ISR a new SYSTEM conforming to all of the requirements as detailed in this Agreement and/or new equipment and/or Software to be replaced and/or install, and Supplier shall immediately comply with such demand. 17.5.5. Without derogating from the above and in addition, in the event that Supplier fails to remedy a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge the Supplier with liquidated damages amounting to 5,000 € for each day during which the malfunction was not resolved (from the 13th day after the report by ISR and onwards). 17.5.6. Without derogating from the above and in addition, in the event that Supplier fails to remedy a malfunction which is not a Severe Malfunction within the timeframe specified therein, ISR shall be entitled to charge Supplier with liquidated damages amounting to 1,000 € for each day during which the System is not fully available for operation. 17.5.7. Treatment of any malfunction shall be continuous until the solution is found, i.e. until the malfunction is repaired or until a reasonable way is found to circumvent it. The report by ISR's representative as to the malfunction shall include the categorization of the malfunction (whether severe or not) according to his discretion. A solution which is circumvented shall not absolve the Supplier of its duty to repair the malfunction or be considered a solution to the malfunction for any respect. 17.5.8. For the removal of doubt, the liquidated damages as herein provided shall not derogate from any other rights or remedies available to ISR under any applicable law or under this Agreement. 17.5.9. For the removal of doubt, ISR may recover any sums due to ISR with regard to such liquidated damages from the guarantee provided by Supplier or by set off from any consideration under this Agreement. 17.6 For the avoidance of doubt, the Warranty requirements specified herein are irrespective of whether the malfunction, defect, deficiency or deviation from this Agreement was already present upon the issuance by ISR of any Acceptance Certificate.was 17.7 Supplier shall perform during the term of the Warranty and 24 months after its termination a service support Visit every year (a total of 4 visits) for at least 3 (three) business days each in Israel (the "Service Support Visit"). The Service Support Visits constitute an inseparable part of the Warranty, for no additional charge or cost. The Service Support Visits shall be conducted by an adequately staffed qualified and expert at hands team that shall include at least a senior engineer having at least 10 years of experience in the relevant field. Without derogating from the above, Supplier shall bear all flights, room and board for expenses of its personal and/or representatives. The schedule of the Service Support Visit shall be coordinated with ISR in advance.

Appears in 1 contract

Samples: Agreement for the Acquisition of a Computer Numerical Control Wheel Lathe for Rolling Stocks

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