Warranty period and remedies Sample Clauses

Warranty period and remedies. (a) The Supplier’s warranties hereunder shall extend to any defect or nonconformity arising or manifesting itself within twenty- four (24) months after delivery to the Purchaser, or eighteen (18) months after delivery to the Purchaser’s customers, whichever is the later. (b) If any Product does not conform to any of the warranties in clause 8.1, the Purchaser may require the Supplier to immediately correct or replace such Product at the Supplier’s risk and expense or refund the Purchase Price. (c) Any sums due from the Supplier to the Purchaser in accordance with clause 8.2(b) above, shall be paid upon first demand by the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. (d) The remedies stipulated in clause 8.2(b) above shall be in addition to any other rights and remedies available under law. (e) If the Supplier fails to correct or replace a defective Product within a reasonable time, the Purchaser may correct or replace such Products and the Supplier agrees to reimburse the Purchaser for the costs incurred thereby.
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Warranty period and remedies. (a) The Supplier’s warranties hereunder shall extend to any defect or nonconformity arising or manifesting itself within twenty-four (24) months after delivery to the Purchaser, or eighteen (18) months after delivery to the Purchaser’s customers, whichever is the later. For repaired and replaced parts by the Supplier, a new warranty period according to the above shall apply. (b) If any Product does not conform to any of the warranties in clause 8.1, the Purchaser may require the Supplier to immediately correct or replace such Product at the Supplier’s risk and expense or refund the purchase price. (c) Any sums due from the Supplier to the Purchaser in accordance with clause 8.2(b) above, shall be paid upon first demand by the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. (d) The remedies stipulated in clause 8.2(b) above shall be in addition to any other rights and remedies available under law. (e) If the Supplier fails to correct or replace a defective Product within a reasonable time, the Purchaser may correct or replace such Products and the Supplier agrees to reimburse the Purchaser for the costs incurred thereby.
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Warranty period and remedies. (a) Supplier's warranties hereunder shall extend to any defect or non-conformity occurring or manifesting itself within twenty-four (24) months after delivery to Buyer, or within eighteen (18) months after delivery to Buyer's customers, whichever is later. (b) If any Product fails to conform to any of the warranties on the item, the Buyer may require the Supplier to promptly correct or replace such Product at the Supplier's own risk or to be refund the Purchase Price. (c) Any amounts owed by the Supplier to the Buyer pursuant to the preceding section shall be paid on the Buyer's first demand or, at the Buyer’s option, by offsetting against amounts subsequently invoiced by the Supplier. (d) The remedies provided in the preceding section shall be in addition to all other rights and remedies provided by law. (e) If the Supplier fails to correct or replace a defective Product within a reasonable time, the Buyer may correct or replace such Product and the Supplier agrees to reimburse the Buyer for the costs incurred.
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Warranty period and remedies. (a) For Services and non-perishable Goods, the warranties set out in clause 11 and clause 12 of the Terms apply for a minimum period of twenty-four (24) months following the date of acceptance of such Deliverable by Buyer, unless Seller has provided to Buyer a longer warranty. (b) The warranty period relating to perishable Goods takes an end upon expiry of the shelf-life of the relevant Goods held out by Seller or made known by Buyer. (c) If Buyer establishes during the applicable warranty period that a Deliverable does not comply with the warranties provided in clause 11 or clause 12 of the Terms (the Non-Compliant Deliverable/Good/Service), Seller shall remedy the Non-Compliant Deliverable within fifteen (15) calendar days from notification by Buyer or within the applicable time frame set out in such notification by Buyer, which means that Seller shall, at Buyer’s option, either (i) repair the Non- Compliant Good to make it fully compliant or (ii) replace such Non-Compliant Good by an equivalent Good that is fully compliant or (iii) correct or re-perform any Non-Compliant Service. (d) If Seller fails to remedy any Non-Compliant (e) The warranties for Deliverables under the Terms will also be applicable on the repaired or replaced Deliverables for the full initial warranty period under the Terms. (f) Any warranty or remedy under the Contract shall be without prejudice to Buyer’s right to compensation for any damages and all its other rights and remedies under the Contract or by law. (g) In all cases where a Deliverable is Non-Compliant, (i) Buyer shall have the right to be reimbursed for the price paid for the Non-Compliant Deliverable, and (ii) all returns, repairs or replacements of Deliverables pursuant to this clause 13 shall be at Seller’s risk and expense, including transportation charges (round trip charges for repair or replacement).
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Warranty period and remedies a) If within [***] after delivery of any Product to Buyer production line and before the delivery of the Aircraft to any Customer, such Product fails to comply in any respect with the warranty set forth in this Section 6.11, Supplier must, at Buyer’s discretion, (i) make all necessary Corrections, or (ii) authorize Buyer to make such Corrections so long as the type of Correction has been approved by Supplier (which Corrections may be performed at Buyer’s facilities or at any other facilities selected by Buyer). b) All Corrections made by Supplier and all Corrections performed by Buyer pursuant to this Section must be [***]. c) The turn around time for any Product delivered to Buyer’s production line and/or assembly line and which is under Correction must be [***].
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Warranty period and remedies a) If within [***] after delivery of any Product, Spare Part, Technical Publication or Service to Buyer, such Product, Spare Part, Technical Publication or Service fail to comply in any respect with the warranty set forth in this Section, Supplier will, at Buyer’s discretion and within an agreed to timeframe, (i) make all necessary Corrections, or (ii) authorize Buyer to make such Corrections (which Corrections may be performed at Buyer’s facilities or at any other facilities selected by Buyer). b) All Corrections made by Supplier and all authorized Corrections performed by Buyer pursuant to this Section must be at [***] expense, including [***]. c) Notwithstanding the foregoing, [***] will be responsible for all substantiated costs and expenses, including [***]. d) The turn around time for any Product delivered to Buyer and which is under Correction must be [***], in accordance with the rules specified in the Shipping Policy regarding non-conforming materials.
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Warranty period and remedies a) If within [***] after delivery of any Product, Spare Part, Technical Publication and/or Service to Buyer, such Product, Spare Part, Technical Publication and/or Service fail to comply in any respect with the warranty set forth in this Section, Supplier must, at Buyer’s discretion, (i) make all necessary Corrections, or (ii) authorize Buyer to make such Corrections (which Corrections may be performed at Buyer’s facilities or at any other facilities selected by Buyer). b) [***]. [***]
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Warranty period and remedies. The Supplier’s warranties hereunder shall extend to any defect or nonconformity arising or manifesting itself within twenty-four (24) months after delivery to the Purchaser, or eighteen (18) months after delivery to the Purchaser’s customers, whichever is the later. If any Product does not conform to any of the warranties in clause 8.1, the Purchaser may require the Supplier to immediately correct or replace such Product at the Supplier’s risk and expense or refund the Purchase Price. Any sums due from the Supplier to the Purchaser in accordance with clause 8.2(b) above, shall be paid upon first demand by the Purchaser or, at the Purchaser’s option, through set-off against amounts subsequently invoiced by the Supplier. The remedies stipulated in clause 8.2(b) above shall be in addition to any other rights and remedies available under law. If the Supplier fails to correct or replace a defective Product within a reasonable time, the Purchaser may correct or replace such Products and the Supplier agrees to reimburse the Purchaser for the costs incurred thereby. Epidemic Failures If, during the warranty period, defects are reported in more than five (5) % of the total number of Products/units shipped in any consecutive thirty (30) day period (“Epidemic Failure”), the Supplier shall dedicate sufficient resources on a continuing basis, at its sole expense, to identify and eliminate the cause(s) of the Epidemic Failure and shall also, at the Purchasers’ written request, replace or update all Products delivered to the Purchaser with the potential for such Epidemic Failure and reimburse the Purchaser for its commercially reasonable expenses relating to any recalls or related actions taken by the Purchaser. If replacement Products are not provided and/or an acceptable plan to resolve an Epidemic Failure is not provided to the Purchaser within thirty (30) days after it is reported, or such additional period as may be permitted by the Purchaser in its discretion depending on the nature of the Epidemic Failure, the Purchaser may terminate this Purchase Agreement without any liability to the Supplier for such termination. In the event of an Epidemic Failure, in addition to any other remedies therefor available under this Purchase Agreement, or at law, including, without limitation, consequential damages, the Purchaser is entitled to request a refund or credit for the affected Products (and the Supplier shall provide such refund or credit on the Purchaser's request) and ...
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Related to Warranty period and remedies

  • Specific Remedies (a) During any period other than a Cash Dominion Trigger Period and subject to the terms of the Credit Agreement, the Administrative Agent hereby authorizes each Grantor to collect such Grantor’s Accounts in the Ordinary Course of Business. (b) During a Cash Dominion Trigger Period: (i) upon the request of the Administrative Agent, each Grantor shall notify (such notice to be in form and substance satisfactory to the Administrative Agent) its Account Debtors and parties to the Material Contracts subject to a Security Interest that such Accounts and the Material Contracts have been assigned to the Administrative Agent, for the ratable benefit of the Secured Parties; (ii) upon the request of the Administrative Agent, each Grantor shall forward to the Administrative Agent, on the last Business Day of each week, deposit slips related to all cash, money, checks or any other similar items of payment received by the Grantor during such week, and copies of such checks or any other similar items of payment, together with a statement showing the application of all payments on the Collateral during such week and a collection report with regard thereto, in form and substance satisfactory to the Administrative Agent; (iii) the Administrative Agent may deliver such notices and instructions in accordance with control agreements covering Deposit Accounts (other than Excluded Accounts) and/or Securities Accounts. In addition, whenever any Grantor shall receive any cash, money, checks or any other similar items of payment relating to any Collateral (including any Proceeds of any Collateral), subject to the terms of any Permitted Liens, such Grantor agrees that it will, within one (1) Business Day of such receipt, deposit all such items of payment into the Dominion Account, and until such Grantor shall deposit such cash, money, checks or any other similar items of payment in the Dominion Account, such Grantor shall hold such cash, money, checks or any other similar items of payment in trust for the Secured Parties and as property of the Secured Parties, separate from the other funds of such Grantor, and the Administrative Agent shall have the right to transfer or direct the transfer of the balance of each Deposit Account (other than an Excluded Deposit Account) to the Dominion Account. All such Collateral and Proceeds of Collateral received by the Administrative Agent hereunder shall be held by the Administrative Agent in the Dominion Account as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 5.4; (c) After the occurrence and during the continuance of an Event of Default: (i) the Administrative Agent shall have the right to receive any and all cash dividends, payments or distributions made in respect of any Investment Property, any Partnership/LLC Interests or any other Proceeds paid in respect of any Investment Property or any Partnership/LLC Interests, and any or all of any Investment Property that is included as Collateral or any Partnership/LLC Interests that are Pledged Capital Stock may, at the option of the Administrative Agent and the Secured Parties, be registered in the name of the Administrative Agent or its nominee, and the Administrative Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Investment Property, or such Partnership/LLC Interests at any meeting of shareholders, partners or members of the relevant Issuers or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to such Investment Property or such Partnership/LLC Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all Investment Property or any and all Partnership/LLC Interests issued upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, partnership or limited liability company structure of any Issuer that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary or upon the exercise by any Grantor or the Administrative Agent of any right, privilege or option pertaining to such Investment Property or such Partnership/LLC Interests, and in connection therewith, the right to deposit and deliver any and all of such Investment Property or any and all of such Partnership/LLC Interests with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it; but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and the Administrative Agent and the other Secured Parties shall not be responsible for any failure to do so or delay in so doing. In furtherance thereof, each Grantor hereby authorizes and instructs each Issuer (i) that is a Grantor (other than Imation) or a Pledged Foreign Subsidiary with respect to any Collateral consisting of Investment Property and Partnership/LLC Interests of such Issuer to comply with any instruction received by it from the Administrative Agent in writing that (A) states that an Event of Default has occurred and is continuing and (B) is otherwise in accordance with the terms of this Agreement, without any other or further instructions from such Grantor, and each Grantor agrees that each Issuer shall be fully protected in so complying following receipt of such notice and prior to notice that such Event of Default is no longer continuing, and (ii) except as otherwise expressly permitted hereby and solely during a Cash Dominion Trigger Period, to pay any cash dividends, distributions or other payments with respect to any Investment Property, or Partnership/LLC Interests issued by such Issuer directly to the Dominion Account or such other Controlled Depositary as the Administrative Agent may direct; and (ii) the Administrative Agent shall be entitled to (but shall not be required to): (A) proceed to perform any and all obligations of the applicable Grantor under any Material Contract and exercise all rights of such Grantor thereunder as fully as such Grantor itself could, (B) do all other acts which the Administrative Agent may deem necessary or proper to protect its Security Interest granted hereunder, provided such acts are not inconsistent with or in violation of the terms of any of the Credit Agreement, of the other Loan Documents or applicable Law, and (C) sell, assign or otherwise transfer any Material Contract in accordance with the Credit Agreement, the other Loan Documents and applicable Law, subject, however, to the prior approval of each other party to such Material Contract, to the extent required under the Material Contract. (iii) The Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) of any or all Intellectual Property of each Grantor, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral; provided that the Administrative Agent shall not be entitled to exercise its rights under any such license, sub-license or right to use until such time as the Administrative Agent shall have received consent or direction from the Required Lenders pursuant to Section 8.02(d) of the Credit Agreement. (d) Unless an Event of Default shall have occurred and be continuing and the Administrative Agent shall have given notice to the relevant Grantor of the Administrative Agent’s intent to exercise its corresponding rights pursuant to Section 5.2(b), each Grantor shall be permitted to receive all cash dividends, payments or other distributions made in respect of any Investment Property and any Partnership/LLC Interests, in each case paid in the Ordinary Course of Business to the extent permitted in the Credit Agreement, and to exercise all voting and other corporate, company and partnership rights with respect to any Investment Property and Partnership/LLC Interests; provided that, no vote shall be cast or other corporate, company and partnership right exercised or other action taken which, in the Administrative Agent’s reasonable judgment, would impair the Collateral in any material respect or which would result in a Default or Event of Default under any provision of the Credit Agreement, this Agreement or any other Loan Document.

  • Breach and Remedies If Seller discovers or is notified of a security breach or potential security breach based on the restrictions contained in this article (“Security Breach”), Seller immediately shall: (i) cease access to any Proprietary Information and Materials that are the subject of the Security Breach and shall not review any Unauthorized Proprietary Information and Materials; (ii) provide notice to Buyer, including notice of the materials involved in the Security Breach, by sending notice to xxxxx@xxxxxx.xxx and to Buyer’s Authorized Procurement Representative for this Contract; and (iii) assist Xxxxx in investigating, remedying, and taking any other action Buyer deems necessary to address such Security Breach, including related to any dispute, inquiry, or claim related to such Security Breach. Seller agrees to permit Buyer to review its security control procedures and practices via physical or electronic access by Buyer, including access to Seller facilities in which such systems are located, as well as any and all premises where maintenance, storage or backup activities are performed. Any material breach of this article by Seller may be considered a default for which Buyer may suspend Electronic Access and/or cancel this Contract, and any other contracts between Buyer and Seller, in accordance with the "Cancellation for Default" article of this Contract. Further, Seller acknowledges that any attempts by Seller or any Seller Personnel to circumvent any security measures designed to prevent unauthorized access to the Boeing Systems may be subject to criminal or civil penalties under the U.S. Federal Computer Fraud and Abuse Act and other applicable laws and regulations.

  • Waiver and Remedies The parties may (a) extend the time for performance of any of the obligations or other acts of any other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of any other party to this Agreement contained in this Agreement or in any certificate, instrument or document delivered pursuant to this Agreement or (c) waive compliance with any of the covenants, agreements or conditions for the benefit of such party contained in this Agreement. Any such extension or waiver by any party to this Agreement will be valid only if set forth in a written document signed on behalf of the party or parties against whom the waiver or extension is to be effective. No extension or waiver will apply to any time for performance, inaccuracy in any representation or warranty, or noncompliance with any covenant, agreement or condition, as the case may be, other than that which is specified in the written extension or waiver. No failure or delay by any party in exercising any right or remedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Any enumeration of a party’s rights and remedies in this Agreement is not intended to be exclusive, and a party’s rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity.

  • Landlord Remedies Upon the occurrence and during the continuance of a Tenant Event of Default but subject to the provisions of Article XVII, Landlord may, subject to the terms of Section 16.3 below, do any one or more of the following: (x) terminate this Lease by giving Tenant no less than ten (10) days’ notice of such termination and the Term shall terminate and all rights and obligations of Tenant under this Lease shall cease, subject to any provisions that expressly survive the Expiration Date, (y) seek damages as provided in Section 16.3 hereof or (z) except to the extent expressly otherwise provided under this Lease, exercise any other right or remedy hereunder, at law or in equity available to Landlord as a result of any Tenant Event of Default. Tenant shall pay as Additional Charges all costs and expenses incurred by or on behalf of Landlord, including reasonable and documented attorneys’ fees and expenses, as a result of any Tenant Event of Default hereunder. Subject to Article XIX, Article XXXVI and Section 17.1(f) hereof, at any time upon or following the Expiration Date, Tenant shall, if required by Landlord to do so, immediately surrender to Landlord possession of the Leased Property and quit the same and Landlord may enter upon and repossess such Leased Property by reasonable force, summary proceedings, ejectment or otherwise, and may remove Tenant and all other Persons and any of Tenant’s Property therefrom. (a) None of (i) the termination of this Lease, (ii) the repossession of the Leased Property, (iii) the failure of Landlord to relet the Leased Property or any portions thereof, (iv) the reletting of all or any portion of the Leased Property, or (v) the inability of Landlord to collect or receive any rentals due upon any such reletting, shall relieve Tenant of its liabilities and obligations hereunder, all of which shall survive any such termination, repossession or reletting. Landlord and Tenant agree that Landlord shall have no obligation to mitigate Landlord’s damages under this Lease. (b) If this Lease shall terminate pursuant to Section 16.2(x) or if Landlord shall obtain a court order permitting reentry following the occurrence of a Tenant Event of Default that is continuing, then, in any such event, Landlord or Landlord’s agents and employees may immediately or at any time thereafter reenter the Leased Property to the extent permitted by law (including applicable Gaming Regulations), either by summary dispossess proceedings or by any suitable action or proceeding at law, without being liable to indictment, prosecution or damages therefor, and may repossess the same, and may remove any Person therefrom, to the end that Landlord may have, hold and enjoy the Leased Property. The words “enter,” “reenter,” “entry” and “reentry,” as used herein, are not restricted to their technical legal meanings.

  • CUSTOMER REMEDIES 5.1. If the Supplier (a) fails to deliver the Goods and/or the Goods do not comply with any of the undertakings or warranties set out in clause 2 and/or (b) fails to deliver and/or perform the Services in accordance with any of the warranties or undertakings contained in clause 4 and/or by the applicable date(s), the Customer shall, without limiting or affecting other rights or remedies available to it, have one or more of the following rights to: 5.1.1. terminate the Agreement with immediate effect by giving written notice to the Supplier; 5.1.2. reject the Goods (in whole or in part) whether or not title has passed and to return them to the Supplier at the Supplier’s own risk and expense; 5.1.3. require the Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods; 5.1.4. require Supplier to re-perform, rectify or replace the affected Services and/or Deliverables; 5.1.5. refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make; 5.1.6. recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party; 5.1.7. require a refund from the Supplier of sums paid in advance for Services that the Supplier has not provided and/or Goods that it has not delivered; and 5.1.8. claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier’s breach. 5.2. Notwithstanding any other rights or remedies available to Customer if the Goods are not delivered by the applicable date, the Customer may, at its option, claim or deduct 3% of the price of the Goods for each week’s delay in delivery, up to a maximum of 15% of the total price of the Goods. In the event such delay continues for six (6) weeks or more, Customer may terminate the Agreement with immediate effect upon given Supplier written notice. 5.3. These Terms shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by the Supplier. 5.4. The Customer’s rights under the Agreement are in addition to its rights and remedies implied by statute and common law.

  • Lessor’s Remedies In the event Lessee is in default pursuant to the conditions set forth in Section 15.01 above, Lessor, during the continuation of such default, shall have the option of pursuing either of the following remedies: (a) Lessor may terminate this Lease Agreement, in which event Lessee immediately shall surrender possession of the Demised Premises. All obligations of Lessee under the Lease Agreement, including Lessee’s obligation to pay rent under the Lease Agreement, shall cease upon the date of termination except for Lessee’s obligation to pay rent due and outstanding as of the date of termination. (b) Lessor, without terminating the Lease Agreement, may require Lessee to remove all property from the Common Improvements within thirty (30) days so that Lessor may re-enter and relet the premises to minimize Lessor’s damages. In the event Lessee shall fail to remove all property within thirty (30) days after said demand, Lessor shall be entitled to remove Lessee’s property to a storage facility, and all reasonable costs of such removal and storage shall be deemed additional rent under the Lease Agreement for which Lessee is responsible for payment. Lessor may enforce all of its rights and remedies under this Lease Agreement, including the right to recover the rent as it becomes due hereunder, provided that Lessor shall have an affirmative obligation to use Lessor’s best efforts to re-let the Common Improvements and to mitigate its damages under the Lease Agreement. (c) If this Lease Agreement is terminated as set forth, Lessor may relet the Common Improvements (or any portion thereof) for such rent and upon such terms as Lessor is able to obtain (which may be for lower or higher rent, and for a shorter or longer term), and Lessee shall be liable for all damages sustained by Lessor, including but not limited to any deficiency in Rent for the duration of the Lease Term (or for the period of time which would have remained in the Lease Term in the absence of any termination, leasing fees, attorneys’ fees, other marketing and collection costs and all expenses of placing the Common Improvements in first class rentable condition). (d) Nothing contained herein diminishes any right Lessor may have under South Carolina law to xxx Lessee for damages in the event of any default by Lessee under this Lease Agreement, or from pursuing any other remedy available to Lessor at law or in equity.

  • Enforcement and Remedies Executive acknowledges that money damages would not be sufficient remedy for any breach of this Article 6 by Executive, and Company shall be entitled to enforce the provisions of this Article 6 by terminating any payments then owing to Executive under this Agreement and/or to specific performance and injunctive relief as remedies for such breach or any threatened breach. Such remedies shall not be deemed the exclusive remedies for a breach of this Article 6, but shall be in addition to all remedies available at law or in equity to Company, including, without limitation, the recovery of damages from Executive and Executive’s agents involved in such breach and remedies available to Company pursuant to other agreements with Executive.

  • Warranty Remedies Contractor acknowledges that all warranties granted to the Department by the Uniform Commercial Code of the State of Utah apply to the Contract. Product liability disclaimers and/or warranty disclaimers from Contractor are not applicable to the Contract. For any goods or service that the Department determines does not conform with this warranty, the Department may arrange to have the item repaired or replaced, or the service performed either by Contractor or by a third party at the Department's option, at Contractor's expense. If any item or services does not conform to this warranty, Contractor shall refund the full amount of any payments made. Nothing in this warranty will be construed to limit any rights or remedies the Department may otherwise have under the contract.

  • Disputes and Remedies 6.01 Agreement of the Parties The Parties agree that the interests of fairness, efficiency, and good business practices are best served when the Parties employ all reasonable and informal means to resolve any dispute under the Contract before resorting to formal dispute resolution processes otherwise provided in the Contract. The Parties will use all reasonable and informal means of resolving disputes prior to invoking a remedy provided elsewhere in the Contract, unless HHSC immediately terminates the Contract in accordance with the terms and conditions of the Contract. Any dispute, that in the judgment of any Party to the Agreement, may materially affect the performance of any Party will be reduced to writing and delivered to the other Party within 10 business days after the dispute arises. The Parties must then negotiate in good faith and use every reasonable effort to resolve the dispute at the managerial or executive levels prior to initiating formal proceedings pursuant to the UTC and Texas Government Code §2260, unless a Party has reasonably determined that a negotiated resolution is not possible and has so notified the other Party. The resolution of any dispute disposed of by agreement between the Parties will be reduced to writing and delivered to all Parties within 10 business days of such resolution.

  • Termination and Remedies (a) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, or assigns this Agreement without the Vendor’s consent, the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) shall immediately be forfeited to the Vendor. Such forfeiture shall not be deemed to be liquidated damages, and shall not preclude further claims by the Vendor against the Purchaser for any and all remedies available at law and at equity, including but not limited to damages arising from the Purchaser’s breach and/or specific performance. (b) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Purchaser’s Deposit (including any portion of the Deposit bonded by the Purchaser under the terms of this Agreement) is forfeited to the Vendor, the Vendor’s damages arising from the Purchaser’s breach shall be deemed to be at least equal to the forfeited Deposit without restricting the right of the Vendor to xxx for additional damages and/or specific performance. (c) In the event that the Purchaser defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement and the Vendor takes steps to enforce the terms and conditions of this Purchase Agreement, or commences or defends any action for the judicial interpretation, enforcement, termination, cancellation or rescission hereof or for damages for the breach hereof, the Vendor, in the event it is successful in such action, shall be entitled to solicitor and client costs on a full indemnity basis. (d) In the event that the Vendor, in its sole discretion, determines that the Purchaser is behaving in an unreasonable, disruptive or unruly manner either by action or inaction, or that the Vendor cannot meet the expectations of the Purchaser, the Vendor may unilaterally terminate this Purchase Agreement. In the event that the Vendor is unable to perform the scope of work as specified in this Purchase Agreement for reasons beyond the control of the Vendor, the Vendor may terminate this Purchase Agreement. Upon termination of this Purchase Agreement pursuant to this subclause, the Vendor will return all Deposits to the Purchaser, without interest, after deducting any reasonable and necessary expenses incurred by the Vendor prior to cancellation, including, but not limited to, taxes, utilities, interest and other carrying costs. (e) In the event that the Vendor defaults or fails to perform any of the terms and conditions contained in this Purchase Agreement, then the Deposit paid by the Purchaser under the terms of this Purchase Agreement, together with any accrued interest thereon, will be paid by the Vendor to the Purchaser and the Purchaser will have no further claim against the Vendor.

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