Warranty and Product Liability. The Seller warrant that the Products shall conform to the technical and quality standard and specifications as set out in Schedule 3 hereto, be safe, of good quality and free from any defect in manufacturing or material, correspond strictly with any and all representations, descriptions, advertisements, brochures, drawings, specifications and samples made or given by Seller, and fit for the purpose of.................. (Product purpose to be filled in). SiPM shall inspect the received Products within 14 days after receipt of the delivery and shall inform the Seller within a further period of 3 working days of any apparent defect. Non-apparent defects shall be informed to the Seller within 14 days after they have become apparent. If the Products are defective and/or do not conform with the warranty given in Art. 7.1 above ("Defective Products"), the Seller shall, at the option of SiPM replace the Defective Products with Products in accordance with the warranty set out in Art. 7.1 above as soon as possible without any additional cost to SiPM, or repair the Products without any additional cost to SiPM, or reimburse SiPM the Price paid for the Defective Products. Seller shall indemnify and hold SiPM harmless from and against all claims, actions, damages, losses, liabilities (including, without limitation, product liability claims) and other expenses (including lawyer´s and other legal fees) which SiPM may suffer or incur as a result of the delivery of Defective Products or a breach of the obligations set out in this Agreement by Seller. Any claim made under the breach of the warranty obligation as defined in Article 7.1 and 7.2 above shall endure for a period of 24 months after the date of delivery of the Products and any claim made under Art. 7.3 above shall endure until the expiration of the relevant statutes of limitations.
Warranty and Product Liability. (a) Tellus warrants that all Product will conform to the Specifications and be free from defects in material or workmanship for fourteen (14) months from the date of shipment to OmniSky. Claims for Product not complying with this warranty shall be submitted by OmniSky no later than fifteen (15) months from the date of delivery of the non-complying Product. Tellus' obligations, and OmniSky's sole remedy, under this warranty shall be for Tellus, at its option and expense, to promptly repair or replace non-complying Product, or pay OmniSky its costs of remedying such non-compliance. The shipment of non-complying Product by OmniSky to Tellus shall be at the expense of OmniSky, and the return shipment of repaired or replacement Product by Tellus to OmniSky under this Article 5(a) shall be at the expense of Tellus. Nevertheless, if the damage or malfunction is caused by the improper handling or operation of the end users or OmniSky, or is caused by any rework or material changes that have been performed by any other parties rather than Tellus or Tellus designees, then Tellus shall not be liable.
(b) No Defect Found (NDF) is herein defined as for those Product in any event that have been provided by Tellus to OmniSky and then been claimed by OmniSky or any end users as non-complying Product and returned to Tellus thereafter for repair or replacement but of
Warranty and Product Liability. 9.1. Unless otherwise stipulated below, the provisions of law shall apply to the warranty.
9.2. According to the statutory provisions, the Supplier shall be liable, in particular, for the goods having the agreed quality upon passing of risk. In any event, those product specifications that – in particular, by virtue of reference or specification in ExOne's order – form part of the subject matter of the respective agreement or are incorporated into the agreement in the same manner as these Purchasing Terms and Conditions shall be deemed an agreement as to quality. In this respect, it shall not matter whether the product specification derives from ExOne, the Supplier or the manufacturer.
9.3. In derogation of § 442 para. 1 sent. 2 BGB, ExOne shall be entitled to unlimited claims for defects even if, as a result of gross negligence, the defect remained unknown to ExOne when the contract was entered into.
9.4. The commercial duty to examine and to notify defects shall be governed by the statutory provisions (sections 377 and 381 German Commercial Code), save that the duty to examine is limited to defects that are obvious upon visual inspection of the incoming goods, including the delivery documents, or upon spot checks during quality control procedures (e.g. transport damage, wrong deliveries and short deliveries). If an acceptance inspection is agreed, there is no need to examine the goods. Apart from that, it depends on the extent to which examination is expedient according to proper business procedures, taking into account the circumstances of the particular case. This is without prejudice to our duty to notify subsequently discovered defects. In all cases our objection (notification of defects) shall be deemed timely and without delay if it is delivered to ExOne within 7 days of discovery of the defect.
9.5. If product liability claims are raised against ExOne, the Supplier must indemnify ExOne from that upon first request, as far as and to the extent to which the damage was caused by a defect of the goods delivered by the Supplier. In cases of liability for negligence, however, this only applies if the Supplier is to blame. As far as the cause of the damage is the responsibility of the Supplier, the burden of proof insofar rests with Supplier.
9.6. The Supplier shall be obligated to maintain appropriate insurance for any claims based on product liability.
Warranty and Product Liability. Schedule 4.20 contains a true, ------------------------------ ------------- correct and complete copy of Seller's standard warranty or warranties and, except as stated therein, there are no warranties, commitments or obligations with respect to the Seller's services. Schedule 4.20 sets forth the estimated ------------- aggregate annual cost to Seller of performing warranty obligations for customers for each of the five (5) preceding fiscal years and the current fiscal year to the date of the Recent GAAP Financial Statements. Schedule 4.20 contains a ------------- description of all product liability claims and/or errors and omission claims and similar claims, actions, litigation and other proceedings relating to services rendered, which are presently pending or which to Seller's or any Shareholder's knowledge are threatened, or which have been asserted or commenced against Seller within the last five (5) years, in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance).
Warranty and Product Liability. SCHEDULE 3.20 contains a true, correct and complete copy of Company's standard warranty or warranties and, except as stated therein, there are no warranties, commitments or obligations with respect to the Company's products and services. SCHEDULE 3.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the five (5) preceding fiscal years and the current fiscal year to the date of the Recent Financial Statements. SCHEDULE 3.20 contains a description of all product liability claims and/or errors and omission claims and similar claims, actions, litigation and other proceedings relating to services rendered, which are presently pending or which to Parent's, Company's or Shareholder's knowledge are threatened, or which have been asserted or commenced against Company within the last five (5) years, in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance).
Warranty and Product Liability. Schedule 3.20 contains a true, correct and complete copy of Company's standard warranty or warranties and, except as stated therein, there are no warranties, commitments or obligations with respect to the Company's products and services. Schedule 3.20 sets forth the estimated aggregate annual cost to Company of performing warranty obligations for customers for each of the five (5) preceding fiscal years and the current fiscal year to the date of the Recent Financial Statements. Schedule 3.20 contains a description of all product liability claims and/or errors and omission claims and similar claims, actions, litigation and other proceedings relating to services rendered, which are presently pending or which to Parent's, Company's or Shareholder's knowledge are threatened, or which have been asserted or commenced against Company within the last five (5) years, in which a party thereto either requests injunctive relief or alleges damages (whether or not covered by insurance).
Warranty and Product Liability. Company has previously delivered to Parent and Sub a correct and complete copy of each express warranty under which it has any warranty obligations. SCHEDULE 3.29 sets forth:
(a) a correct and complete list of all product lines manufactured or sold, and all services performed, by Company with respect to which Company may have any liability, whether on account of warranty obligations, product liability claims or otherwise;
(b) the number of warranty claims which have been made against Company on account of such products and services during the five-year period ended November 30, 1998, together with the amount expended by Company in each of such years in satisfying such claims, the number of such claims outstanding on the date hereof and the amount which Company reasonably believes will be necessary to satisfy such outstanding claims; and
(c) the number of product liability claims which have been made against Company on account of such products during the five-year period ended November 30, 1998, together with the amount expended by Company in each of such years in defending against and/or satisfying such claims, the number of such claims outstanding on the date hereof and the amount which Company reasonably believes will be necessary to defend against and/or satisfy such outstanding claims.
Warranty and Product Liability. Except as set forth in Section 4.18 of the Disclosure Schedules, there are no Proceedings or written claims pending or, to the Company’s knowledge, threatened involving a service provided or a product designed, manufactured, serviced, produced, modified, distributed or sold by or on behalf of the Company, its Subsidiary or the Business relating to an alleged Defect or an alleged breach of any guarantee or warranties or representations, other than (a) claims that have been settled or resolved prior to the date of this Agreement, (b) returns and replacements of goods (whether or not defective) made in the ordinary course of business or (c) claims that would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiary (taken as a whole). There are no material Defects with respect to any of the products of the Company, its Subsidiary or the Business. Section 4.18 of the Disclosure Schedules sets forth a specimen copy of the form of written warranties of the Company and its Subsidiary covering products sold or services provided by the Company and its Subsidiary that have not expired.
Warranty and Product Liability. The Company has previously delivered to Buyer a correct and complete copy of each express warranty under which any Company Party has any warranty obligations. Schedule 2.22 sets forth:
(i) the number of warranty claims which have been made against any Company Party during the past five (5) years, together with the amount expended by the Company Parties in each of such years in satisfying such claims, the number of such claims outstanding on the date hereof and the amount which the Company reasonably believes will be necessary to satisfy such outstanding claims; and
(ii) the number of product liability claims which have been made against any Company Party during the past five (5) years, together with the amount expended by the Company Parties in each of such years in defending against or satisfying such claims, the number of such claims outstanding on the date hereof and the amount which the Company reasonably believes will be necessary to defend against or satisfy such outstanding claims.
(b) Except as otherwise disclosed on Schedule 2.22, no Company Party has, whether voluntarily or as a result of any action by any Governmental Authority or by any trade or consumer group, recalled or withdrawn a product for any reason, including any manufacturing or labeling defect, impurity or adulteration, or issued any press release or public statements containing any statement advising its trade customers or consumers of the products to treat such products in any manner other than in the ordinary course.
Warranty and Product Liability. (i) Schedule 2.02(x)(i) sets forth a copy of the standard form of product warranty offered by the Company or any of its Subsidiaries, and, other than such standard product warranty or as otherwise set forth on Schedule 2.02(x)(i), neither the Company nor any Subsidiary has offered or provided any express product warranty on any goods or services which any of them has sold since December 1, 2011.
(ii) Schedule 2.02(x)(ii) sets forth a correct and complete listing of:
(A) the amount expended by Company or any of its Subsidiaries from December 1, 2015 through November 30, 2016 in respect of warranty claims which have been made against the Company or any of its Subsidiaries on account of products and services sold; and
(B) except in the case of claims covered by insurance, the amount expended by the Company or any of its Subsidiaries from December 1, 2015 through November 30, 2016 in defending against or satisfying product liability claims which have been made against Company or any of its Subsidiaries on account of the products sold.
