Common use of Warranty Clause in Contracts

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 6 contracts

Sources: Fixed Price Goods Contract, Fixed Price Contract, Fixed Price Contract

Warranty. a. Seller warrants that the Products shall: (i) be free from all Goods furnished liens, charges and encumbrances, and from defects in design, material, workmanship and title; (ii) meet all operating, technical and productivity specifications stated under this contract Agreement (“Operating Specifications”); (iii) comply with all applicable laws, rules and regulations of the Governmental Authority having jurisdiction; and (iv) conform in all respects to the terms of this Agreement and to the applicable drawings issued for manufacture. Seller also warrants, that the materials and components provided as part of the Products shall conform to all the relevant technical and performance specifications in this Agreement and requirements of the Purchase Order, and be otherwise fit for use in connection with the Operating Specifications. Unless the warranty period is otherwise specified in this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by BuyerAgreement, the Goods shall be free from design and specification defects. This following warranty shall survive inspectionapply: if, test and acceptance ofany time prior to eighteen (18) months after delivery or twelve (12) months from the date of commercial operation of Purchaser's facility whichever comes first (“Warranty Period”), or, with respect to liens, title or latent defects at any time, it appears that the Products, or any part thereof, do not conform to these warranties, and payment for, Buyer (or Purchaser) so notifies Seller within the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyWarranty Period, Seller shall promptly comply correct such nonconformity so as to confirm with Buyerthe Contract, at Seller's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformancesole expense. If Seller fails in such obligation, Buyer or Purchaser may reject or revoke acceptance, and cover by making any reasonable purchase of Products in substitution for those rejected and the parties later determine that Seller did not will be liable to the Buyer (or to Purchaser) for any additional costs for such substituted Products. In such circumstances, Buyer (or Purchaser), at its sole discretion, may itself proceed to correct Seller's nonconforming work by the most expeditious means available, and reasonable costs for such correction shall be for Seller's account; or, alternatively, Buyer (or Purchaser) may retain the nonconforming Products and an equitable adjustment reducing the order price to reflect the diminished value of such nonconforming Products will be made by written revision. Seller's liability hereunder shall extend to all damages proximately caused by the breach this warrantyof any of the foregoing warranties, including damages, such as disassembly, removal, inspection, re-installation, re-testing, costs of transportation or warehousing. Seller further warrants any and all corrective actions it performs against defects in design, material, workmanship and title for a period of twelve (12) months, in addition to any existing Warranty Period, following such corrective action. If, during such extended period of twelve (12) months, any corrective actions are performed on the same corrected work, the parties Seller further warrants any and all corrective actions it performs against defects in design, material, workmanship and title for a third and final period of twelve (12) months, in addition to any remaining Warranty Period on the balance (if any) of the Product, following such corrective action. Neither a Certificate of Final Acceptance nor the final payment nor any provision in this purchase Order shall equitably adjust relieve Seller from responsibility for defective design, materials, equipment and workmanship appearing within the contract price. b. Seller warrants that any hardwareWarranty Period. The express warranties set forth in these terms and conditions and the warranties stated or reasonably implied in each of the technical, software specifications and firmware Goods delivered testing procedures provisions applicable to this Purchase Order are the exclusive warranties intended under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuriesAgreement, and the years 1999 and 2000 and leap year calculations to the extent that no other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such additional or independent warranties, the remedies available to Buyer under this including any implied warranty of merchantability or fitness for a particular purchase, shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceapply.

Appears in 6 contracts

Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement

Warranty. a. A. Seller expressly warrants that all Goods furnished under this contract Product(s) delivered and Service(s) performed hereunder shall be free from defects, shall be of good materials and workmanship, shall conform to all specifications and requirements of this contract Order, and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty of any claim of any third party. B. The foregoing warranties shall survive inspection, test inspection and acceptance Acceptance of, and payment for, the Goods. This warranty Product(s) delivered and Service(s) performed hereunder and shall remain in effect as to each Product furnished or Service performed and shall run to Buyer and Buyer, its successors, assigns assigns, and customers. Such warranty These warranties shall begin not be deemed to limit any warranties of additional scope given to Buyer by Seller, nor limit Buyer’s rights or Seller’s obligations under any other provision of this Order, at law or in equity. No warranties are waived by Buyer supplying, reviewing, commenting upon, or approving plans, specifications, or Data, issuing changes to this Order, or inspecting or Acceptance of the Product(s) or Service(s) or both. C. If Buyer determines the Product(s) or Service(s) or both do not to meet the warranties and guarantees specified herein, Buyer may, within its sole discretion, return such Product(s) to Seller at Seller’s expense, for correction, replacement or credit, plus transportation charges, or refuse to confirm satisfactory completion of Service(s) and require Seller re-perform such Service(s). If repair, replacement, or re- performance of the Product(s) or Service(s) or both is not timely, Buyer may elect to return, repair, replace, or re-procure the non- conforming Work at Seller’s expense. Any corrected, replaced, or repaired Product(s) or re-performed Service(s) shall be subject to the provisions of this Clause to the same extent as initially furnished hereunder for the remaining Warranty Period. Should Buyer’s customer require Acceptance of the Product(s) or Service(s) or both not conforming to this warranty, payment will be made at an equitable reduction in price. D. Should there be a failure of the Product(s) or Service(s) or both after final Acceptance by ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply fully cooperate with Buyer's direction to: (i) repair, rework Buyer and ▇▇▇▇▇’s customer in the investigation of the failure or replace the Goods, or (ii) furnish anomaly. Seller consents to provide any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations all information related to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancefailure.

Appears in 4 contracts

Sources: General Provisions, General Provisions, General Provisions

Warranty. a. Seller Supplier warrants that all Goods (a) it is free to enter into this PO and has no obligations or requirements under any other agreement contrary to any of the terms and conditions contained herein; (b) hardware will be new and unused on delivery; (c) for a period of 15 months (or longer period as offered by Supplier) after date of receipt by NCR Voyix: (i) Products furnished under this contract shall conform to hereunder will be in full conformity with all specifications and requirements of this contract other applicable documentation; (ii) hardware will be merchantable, and shall will be free from defects in materials material, workmanship and workmanship. To the extent Goods are not manufactured design; (d) software will contain no viruses or harmful code on delivery; and (e) Supplier will employ industry-standard technical practices, skills, care and judgment in its performance of any services pursuant to detailed designs and specifications furnished this PO. These warranties will be in addition to any standard warranties provided by BuyerSupplier for the Products, the Goods shall be free from design and specification defects. This warranty shall will survive inspection, test and acceptance oftest, acceptance, and payment forpayment, and will inure to the Goods. This warranty shall run to Buyer and benefit of NCR Voyix, its successors, assigns assigns, and customerscustomers (including but not limited to resellers and end users). Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer NCR Voyix may, at its option, either (i) return for credit full refund or refundcredit, or (ii) require prompt correction correction, replacement or replacement re- performance of the defective or non-conforming Goodsnonconforming Products, which right will be in addition to such other rights as NCR Voyix may have in law or equity. Return to Seller Supplier of any defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall nonconforming hardware will be made at SellerSupplier's expense. Goods required to be corrected Corrected or replaced shall Products will be subject to this article and the "Inspection" article of this contract in the same manner and warranty to the same extent as Goods Products originally delivered under this contractPO. For Products purchased for resale, but only as Supplier acknowledges that NCR Voyix may make similar warranties to its resellers or end users in reliance upon the corrected warranties in this PO. Supplier will defend, indemnify, and hold NCR Voyix harmless from and against any demand or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: claim made by any third party (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited to, calculating, comparing to NCR Voyix's resellers and sequencingend users) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations directly or indirectly alleging a Product's failure to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancePO.

Appears in 4 contracts

Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement

Warranty. a. Seller warrants TENANT ACKNOWLEDGES THAT THE INITIAL LEASEHOLD IMPROVEMENTS WILL BE CONSTRUCTED BY A CONTRACTOR UNAFFILIATED WITH LANDLORD AND THAT ACCORDINGLY, EXCEPT AS OTHERWISE SET FORTH IN THIS LEASE, LANDLORD HAS MADE AND WILL MAKE NO WARRANTIES TO TENANT AS TO THE QUALITY OF CONSTRUCTION OF THE INITIAL LEASEHOLD IMPROVEMENTS OR OF THE CONDITION OF THE INITIAL LEASEHOLD IMPROVEMENTS UPON COMPLETION THEREOF, EITHER EXPRESS OR IMPLIED, AND THAT LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE ADDITIONAL OFFICE SPACE IS OR WILL BE SUITABLE FOR TENANT'S INTENDED COMMERCIAL PURPOSE, Landlord agrees, however, that if any defect in the Initial Leasehold Improvements is discovered, Landlord will diligently pursue and seek to enforce any warranties and/or to pursue any other liability of the General Contractor, any subcontractor which performed defective work or supplied or installed defective materials, the manufacturer of any defective materials incorporated therein, and any other person or entity which provided defective labor, material or professional services in connection with the Initial Leasehold Improvements; provided, however, that in no event shall Landlord be obligated to institute any litigation or other legal process in connection therewith. If for any reason Tenant is dissatisfied with Landlord's efforts to enforce any such warranties or liabilities, or if Landlord determines that Landlord has exhausted its obligation to pursue such claims without obtaining a rectification of the defect, then upon Tenant's request Landlord will assign to Tenant any and all warranties and causes of action for such defective labor, materials or professional services; provided, however, that all Goods furnished under this contract such warranties and causes of action shall conform automatically revert to all specifications and requirements Landlord upon the expiration or earlier termination of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceLease. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 4 contracts

Sources: Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/), Lease Agreement (Howell Corp /De/)

Warranty. a. Seller (a) With respect to Products procured by Principal from manufacturers who are not Affiliates of Principal, Principal, to the extent possible, shall pas on and assign to Agent the warranty provided by such manufacturers and Principal shall assist Agent in making any claims against such manufacturers. NEITHER PRINCIPAL NOR ANY OF ITS AFFILIATES MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITIY OF FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO PRODUCTS PROCURED FROM MANUFACTURERS WHO ARE NOT AFFILIATES OR PRINCIPAL. Subject to the provisions of Section 5.11 of Article V hereof, Principal shall be responsible for any shipping charges associated with the return of Products that do not meet the manufacturer’s warranty. With respect to any Products that are manufactured by Principal or its Affiliates, Principal warrants that all Goods furnished under this contract such Products shall conform to all the specifications established by Principal and requirements of this contract Agent and that such Products shall be merchantable and free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty Provided that the Products manufactured by Principal or its Affiliates are stored in appropriate conditions, Principal warrants that such Products shall survive inspectionhave the shelf life specified in the specifications agreed to by the Parties. (b) In no event shall Principal’s liability for any breach of such warranties exceed in amount the price of the Products in respect of which any breach is claimed. PRINCIPAL’S WARRANTY STATED HEREIN IS EXPRESSLY IN LIEU OF ANY OTHER WARRNTEIS, test and acceptance ofEXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRNTY OF MERCHANTABLITY OR FITNESS FOR A FARTICULAR PURPOSE. (c) Principal does not assume nor authorized any person or entity to assume for it any other liability in connection with the Products supplied hereunder, and payment forthere are no oral contracts or warranties collateral to or affecting this Agreement. Principal shall not be liable to Agent or any other persons for consequential, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit special or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceincidental damages. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 4 contracts

Sources: Agency Agreement, Agency Agreement, Agency Agreement

Warranty. a. A. Seller warrants at the time of delivery to Buyer that all Goods furnished under supplies or services covered by this contract shall Order will conform to all specifications the design, specifications, drawings, samples and requirements of other descriptions referred to in this contract and shall Order, will be free from defects in materials and workmanship. To , and, to the extent Goods that Seller knows or has reason to know of the purpose for which the supplies or services are not manufactured pursuant to detailed designs intended, will be fit and specifications furnished by Buyer, the Goods shall be free from design and specification defectssufficient for such purpose. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty All warranties contained in this clause shall run to Buyer and its successors, assigns and customers. Such warranty Seller shall, at no expense to Buyer or its customer, correct any failure to fulfill this warranty. B. Seller warrants that the supplies and/or services provided under this Order shall begin after not infringe upon the rights of any third party, and that Seller is subject to no agreement which in any manner would interfere with the Intellectual Property Rights and Protection of Information clauses of this Order. C. Buyer’s approval of any documentation prepared by Seller or ▇▇▇▇▇'s final acceptance. ’s participation in design reviews or first article approval process or similar reviews shall not relieve Seller of any obligation under this warranty. D. Buyer’s rights under this clause shall, at ▇▇▇▇▇’s option, be assignable to and enforceable by its successors and customers. E. If Buyer determines the Product(s) or Service(s) or both do not to meet the warranties and guarantees specified herein, Buyer may, within its sole discretion, return such Product(s) to Seller at its optionSeller’s expense, either (i) return for credit correction, replacement or refundcredit, plus transportation charges, or (iirefuse to confirm satisfactory completion of Service(s) and require prompt correction Seller re-perform such Service(s). If repair, replacement, or replacement re-performance of the defective Product(s) or Service(s) or both is not timely, Buyer may elect to return, repair, replace, or re-procure the non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be Work at Seller's ’s expense. Goods required to be corrected Any corrected, replaced, or replaced repaired Product(s) or re-performed Service(s) shall be subject to this article and the "Inspection" article provisions of this contract in the same manner and Clause to the same extent as Goods originally delivered under this contract, but only as initially furnished hereunder for the remaining Warranty Period. Should Buyer’s customer require Acceptance of the Product(s) or Service(s) or both not conforming to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract payment will be made at an equitable reduction in price. b. F. Should there be a failure of the Product(s) or Service(s) or both after final Acceptance by ▇▇▇▇▇, Seller warrants that shall fully cooperate with Buyer and Buyer’s customer in the investigation of the failure or anomaly. Seller consents to provide any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations all information related to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancefailure.

Appears in 4 contracts

Sources: General Provisions, General Provisions, General Provisions

Warranty. a. Seller warrants that With regard to the amendment of the statutory warranty period, PENTANOVA GmbH and the Purchaser agree to a warranty period of one year from the point in time of the passage of risk. Upon the delivery of the purchased items, the purchase shall examine them and provide notification of any defects immediately, but at least within a reasonable period of seven calendar days. If the Purchaser fails to do this, all Goods furnished under this contract legal claims based on the defect and for consequential damages due to the defect shall conform to all specifications and requirements lapse. The presumption rule of this contract and § 924 of the Austrian General Civil Code (Allgemeines Bürgerliches Gesetzbuch, "ABGB") shall not apply. The Purchaser shall be free obligated to prove any defectiveness of the purchased items upon delivery. In the event that the services provided by PENTANOVA GmbH are defective, PENTANOVA GmbH shall remedy or improve this within a period that is reasonable and customary for business operations, or provide for a replacement or a corresponding subsequent delivery. If an improvement, replacement or supplement does not take place within the grace period, the Purchaser may withdraw from the agreement under the setting of an additional grace period. All services already rendered by both parties are to be delivered back on a step-by-step basis. Immediately after becoming aware of them, the Purchaser shall notify PENTANOVA GmbH of any concealed defects, which are defects in materials and workmanship. To the extent Goods that are not manufactured pursuant immediately noticed with careful management; otherwise, they shall likewise be barred. Unless otherwise agreed, if the Purchaser sends back to detailed designs and specifications furnished by BuyerPENTANOVA GmbH the defective goods or components for the purpose of repair or replacement, the Goods Purchaser shall be free from design assume the costs and specification defectsrisk of transport. This warranty shall survive inspection, test and acceptance of, and payment forUnless otherwise agreed, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected repaired or replaced Goods goods or components to the Purchaser shall take place at the expense and risk of PENTANOVA GmbH. The defective goods or components replaced in accordance with this section shall be at SellerPENTANOVA GmbH's expensedisposal. Goods required PENTANOVA GmbH shall only be responsible for the costs of a remedy of a defect undertaken by the Purchaser itself if PENTANOVA GmbH has given its written consent to be corrected this. The warranty obligation of PENTANOVA GmbH shall apply only to the defects that occur under compliance with the operating conditions and during normal use. In particular, it shall not apply to defects that are based on the following: incorrect installation by the Purchaser or replaced its authorized agents, poor maintenance, repairs of poor quality or carried out without the written consent of PENTANOVA GmbH or alterations made by a person other than a person of PENTANOVA GmbH or its agents and normal wear and tear. For those components of the goods that PENTANOVA GmbH has purchased from a sub-supplier prescribed by the Purchaser, PENTANOVA GmbH shall be subject liable only within the framework of the warranty claims to this article and which PENTANOVA GmbH itself is entitled against the "Inspection" article sub-supplier. If goods are manufactured by PENTANOVA GmbH on the basis of this contract in design specifications, drawings or models of the same manner and Purchaser, the liability of PENTANOVA GmbH shall not extend to the same extent as Goods originally delivered under this contractcorrectness of the design, but only as to the corrected execution that took place in accordance with the Purchaser's specifications. In any such case, the Purchaser shall hold harmless and indemnify PENTANOVA GmbH upon any violation of industrial property rights. PENTANOVA GmbH accepts no guarantee when taking over repair orders or replaced part alterations or parts thereof. Even if the parties disagree about the existence conversions of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework old or replace the Goodsthird-party goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct for the defect or nonconformancesupply of used goods. If From the parties later determine start of the warranty period, PENTANOVA GmbH assumes no further liability than that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained provided in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancesection.

Appears in 4 contracts

Sources: General Terms and Conditions of Business, General Terms and Conditions of Business, General Terms and Conditions of Sale

Warranty. a. Seller Builder hereby warrants to Owner that all Goods furnished under this contract shall conform to all specifications (i) Builder's workmanship and requirements of this contract and materials shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification material defects. This warranty shall survive inspection, test and acceptance of, and payment for(ii) that the systems designed, supplied, and installed by Builder are in compliance with this Agreement and the Goods. This warranty shall run Specifications (any failure to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either meet the requirements of (i) return for credit or refund(ii) being herein a "Warranty Deficiency"). The warranty set forth in the preceding sentence (the "Warranty") shall commence on the date of delivery of the Platform and expire twelve (12) months thereafter (provided, however, that if any of the equipment of the Platform, including without limitation any cranes or winches, is put into service by Builder prior to said delivery, (i) Builder shall at its own cost and expense restore such equipment to like new condition, ordinary wear and tear excepted and (ii) the twelve (12) months warranty period shall commence with delivery of the Platform ) and shall be subject to the following provisions: (a) The Warranty shall not apply to any part of the Platform which (i) has been misused or structurally repaired or altered after acceptance of the Platform by Owner by anyone other than Builder or its duly authorized representative, or (ii) require prompt correction has been damaged because of it's use, or replacement the use of any other materials or equipment, after Owner (or any other person or firm operating the Platform or its equipment) has knowledge of such defect. Equipment or other components of the defective Platform sold to Owner pursuant to this Agreement but not manufactured by Builder are not warranted to any extent, but Builder shall assign (to the extent same are assignable by Builder) to Owner, without recourse, any warranties furnished to Builder by the vendors of such equipment or non-conforming Goodsother components. Return If any such warranties are not assignable, Builder shall permit Owner to Seller seek performance or damages in Builder's name. Owner shall seek performance or damages under such warranties only from such vendors and not from Builder. Builder shall use reasonable efforts to secure the best available warranties available from such vendors and shall cooperate with Owner in any resulting dispute Owner may have with such vendors. (b) The extent of defective or non- conforming Goods and redelivery to Buyer Builder's liability for any breach of corrected or replaced Goods the Warranty shall be at Seller's expense. Goods required limited to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repairrepairing or replacing, rework as elected by Builder, any defective materials, workmanship or replace components to correct such Warranty Deficiency at Builder's Yard or at any other shipyard of Builder or its affiliates (hereinafter collectively referred to as a "Keppel FELS Yard"), with the GoodsPlatform to be brought to a Keppel FELS Yard at Owner's sole risk and expense, or (ii) furnish any materials or parts and installation instructions required to successfully correct reimbursing Owner for the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used cost of such correction in combination accordance with the information technology being acquired, properly exchanges date/time data with it. The duration provisions of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.subparagraph (c)

Appears in 4 contracts

Sources: Platform Construction Agreement (Chiles Offshore Inc/New/), Platform Construction Agreement (Chiles Offshore LLC), Platform Construction Agreement (Chiles Offshore LLC)

Warranty. a. Seller Unless otherwise agreed upon by the parties in writing, Supplier warrants that all Goods furnished under this contract Deliverables shall (1) be provided in a professional and workmanlike manner in accordance with the highest standards in the industry and be free from defects; (2) be new and not used or reconditioned, and free of any lien, security interest, encumbrance or claim by a third party; (3) strictly conform to all specifications the Specifications, drawings, samples, and/or descriptions approved by Buyer in writing and requirements of this contract those provided to the Buyer before its purchase hereunder ; (4) be merchantable and, to the extent Buyer relies on Supplier to specify the Deliverable, fit for the intended purpose; and safe for any use that is consistent with the applicable Specifications or that is reasonably foreseeable; (5) shall be free from defects Malware and shall not expose any other products and services to any Malware; (6) comply with Buyer’s customer’s requirements that are shared by Buyer with the Supplier; (5) comply with such other Deliverable specific warranties as may be required by Buyer for the time period required by Buyer; and (6) comply with all applicable Laws. Buyer’s approval of designs furnished by Supplier or acceptance of Deliverables shall not relieve Supplier of its obligations hereunder. The above warranties shall be effective at the Delivery Date and for the longer of the following periods (“Warranty Period”): (i) the duration of any warranty provided by Supplier to Buyer or any other customer for the same or similar Deliverable, (ii) the duration of any warranty required by a customer of Buyer which has been communicated to Supplier, and (iii) a period of two (2) years from the date of acceptance by Buyer of Deliverables notwithstanding any termination or cancellation of this PO. These warranties are in materials addition to and workmanship. To the extent Goods are not manufactured in lieu of any other warranties given by Supplier and warranties created or existing pursuant to detailed designs and specifications furnished by applicable Law. These warranties shall accrue to Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customerscustomers and be fully transferable by Buyer. Such warranty shall begin after ▇▇▇▇▇'s final acceptanceSupplier represents and warrants (i) that it has title to the Deliverables and that the Deliverable is free of all liens, security interest or and encumbrance; and (ii) not to use, modify, compile or distribute the software, procured or licensed by Buyer from Supplier, in any manner that would cause any of Buyer’s software to become subject to any Open-Source License Terms. In the event of any breach of warranty, Buyer may, at its option, either : (i1) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree notify about the existence affected Deliverables in Buyer’s possession to Supplier at Supplier’s expense and risk of a breach of this warrantyloss or damage, Seller shall promptly comply with in which case Supplier will, at no charge to Buyer's direction to, at Buyer’s election: (i) repair, rework replace or replace re-perform such Deliverables and return Deliverables without Defect within three (3) days from the Goods, receipt of the returned Deliverable or the notification of Defect; or (ii) furnish refund the purchase price of the affected Deliverables within three (3) days from the receipt of the returned Deliverables or the notification of the Defect; (2) have Supplier repair (on or off-site) within twenty-four (24) hours at no charge to Buyer the affected Deliverables and provide, at Buyer’s request, on-site support (in compliance with Buyer’s facility and safety requirements) and rework, replacement or other assistance to address nonconformities and Defects in the Deliverables, without disrupting Buyer’s operations; (3) repair the affected Deliverables at Supplier’s expense; or (4) return the affected Deliverables in Buyer’s possession to Supplier at Supplier’s expense and risk of loss or damage and purchase replacement products from a third party supplier at Supplier’s cost and expense, in which case Supplier shall refund Buyer the purchase price of such Deliverables (and if the substitute Deliverable price – purchased by Buyer from another source – is greater, Supplier shall also reimburse the difference of the purchase price of any materials or parts substitute Deliverable and installation instructions required to successfully correct the defect or nonconformanceaffected Deliverables) within thirty (30) days after receiving Buyer’s invoice. If Unless otherwise agreed upon in writing between the parties later determine that Seller did not breach this warrantyparties, the parties Warranty Period shall equitably adjust the contract price. b. Seller warrants that restart anew upon any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writingDeliverables. Nothing in this warranty Replacement Deliverables shall be construed new and not reconditioned. Buyer shall be entitled to limit avail itself cumulatively of all remedies in law or in equity for any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancebreach of warranty by Supplier.

Appears in 4 contracts

Sources: General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement

Warranty. a. Seller warrants that all Goods furnished under The warranties given in this contract shall conform clause 12 are in addition to all specifications and requirements warranties given in other clauses of this contract Agreement. The Supplier warrants that: the Supplies and Software will be new (except where otherwise specified in this agreement) and of satisfactory quality and will be suitable for the purpose for which it is intended; and as far as it is able, the Supplier will pass on to the End User the benefits of any Manufacturers' Warranties. The Supplier shall use best endeavours to remedy free of charge, any Defect in the Solution which manifests itself within 18 months of Acceptance or 12 months after actual use of the Solution within 10 Business Days of being notified in writing by the End User, provided that: the Supplier is permitted to make a full examination of the alleged Defect; the Defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised manipulation; the Defect did not arise out of any information, design or any other assistance supplied or furnished by the End User or on its behalf; and the Defect is directly attributable to defective material, workmanship or design. Insofar as the Solution comprises or contains equipment or components which were not manufactured or produced by the Supplier, the End User shall be free entitled only to such warranty or other benefit as the Supplier has received from defects the manufacturer warranties. If the Supplier fails to remedy any Defect in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyeraccordance with clause 12.2.3, the Goods this Agreement shall be free from design deemed breached and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayEnd User, at its optionsole discretion, either shall have the right to recover damages and terminate this Agreement in accordance with clause 22 (iTermination) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in Agreement. In the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence event of a breach of the Contract in accordance with clause 12, the Supplier shall, at the End User's request, accept the return of part or all of the Solution and make an appropriate reduction to the Charges payable during the Contract. The End User shall not, without the Supplier's prior written approval, allow any person other than a representative of the Supplier to modify, repair or maintain any part of the Solution. The End User shall during the term: co-operate with the Supplier in any manner reasonably required by the Supplier, when accepting Delivery and installation of and engaging in the use of the Solution including provision of information and data, making available suitably qualified employees and contractors of the End User and, subject to the Supplier's compliance with the End User’s normal security requirements, the End User shall: provide access to the relevant systems at the Site for the purpose of delivering the Solution provided that such access shall be direct or remote, at the End User's option, and that, in the latter case, it will be subject to the Supplier's compliance with any additional requirements for security and encryption techniques or software which may from time to time be specified by the Supplier; provide such further access for the Supplier to the Site as is necessary to carry out the Supplier's obligations under this warrantyAgreement. The End User shall obtain for the Supplier all permissions necessary to obtain such access; and when the Supplier’s staff are working on the Site, Seller provide facilities and supplies reasonably required by the Supplier, such as power and computer consumables; ensure that the Supplies are kept and operated in a suitable environment as determined by the End User, used only for the purposes for which they are designed, and operated in a proper manner by competent staff in accordance with any operating instructions provided by the Supplier; take such steps (including compliance with all safety and usage instructions provided by the Supplier) as may be necessary to ensure, so far as is reasonably practicable, that the Supplies are at all times safe and without risk to health when they are being set, used, cleaned or maintained by a person at work; maintain at its own expense the Supplies in good and substantial repair in order to keep them in as good an operating condition as they were on the Installation Date (fair wear and tear only excepted) including replacement of worn, damaged and lost parts, and shall promptly make good any damage to the Supplies; make no alteration to the Supplies and shall not remove any component from the Supplies without the prior written consent of the Supplier unless carried out to comply with Buyer's direction to: any mandatory modifications required by law or any regulatory authority or unless the component is replaced immediately (ior if removed in the ordinary course of repair and maintenance as soon as practicable) repair, rework by the same component or replace the Goods, by one of a similar make and model or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformancean improved/advanced version of it. If the parties later determine that Seller did Supplies are leased to the End User, title in all substitutions, replacements, renewals made in or to the Supplies shall continue to vest in the Supplier immediately upon installation; keep the Supplier fully informed of all material matters relating to the Solution; if the Supplies are leased or, where the Supplies are sold to the End User, at any time before the Supplies are paid for in full: keep the Supplies at all times at the Site and shall not breach this warrantymove or attempt to move any part of the Supplies to any other location without the Supplier's prior written consent; permit the Supplier or its duly authorised representative to inspect the Supplies at all reasonable times and for such purpose to enter upon the Site or any premises at which the Supplies may be located, and shall grant reasonable access and facilities for such inspection; not, without the prior written consent of the Supplier, part with control of (including for the purposes of repair or Maintenance), sell or offer for sale, underlet or lend the Supplies or allow the creation of any mortgage, charge, lien or other security interest in respect of it; not, without the prior written consent of the Supplier, attach the Supplies to any land or building so as to cause the Supplies to become a permanent or immovable fixture on such land or building. If the Supplies does become affixed to any land or building then the Supplies must be capable of being removed without material injury to such land or building and the End User shall repair and make good any damage caused by the affixation or removal of the Supplies from any land or building and indemnify the Supplier against all losses, costs or expenses incurred as a result of such affixation or removal; not do or permit to be done any act or thing which will or may jeopardise the right, title and/or interest of the Supplier in the Supplies and, where the Supplies has become affixed to any land or building, the parties End User must take all necessary steps to ensure that the Supplier may enter such land or building and recover the Supplies both during the Term of this Agreement and for a reasonable period thereafter, including by procuring from any person having an interest in such land or building, a waiver in writing and in favour of the Supplier of any rights such person may have or acquire in the Supplies and a right for the Supplier to enter onto such land or building to remove the Supplies; not suffer or permit the Supplies to be confiscated, seized or taken out of its possession or control under any distress, execution or other legal process, but if the Supplies is so confiscated, seized or taken, the End User shall equitably adjust notify the contract price. b. Seller warrants Supplier and the End User shall at its sole expense use its best endeavours to procure an immediate release of the Supplies and shall indemnify the Supplier on demand against all losses, costs, charges, damages and expenses incurred as a result of such confiscation; not use the Supplies for any unlawful purpose; ensure that at all times the Supplies remain identifiable as being the Supplier's property where and wherever possible shall ensure that a visible sign to that effect is attached to the Supplies, by the Supplier; deliver up the Supplies at the end of the Term or on earlier termination of this Agreement at such address as the Supplier requires, or if necessary allow the Supplier or its representatives access to the Site or any hardwarepremises where the Supplies is located for the purpose of removing the Supplies; and not do or permit to be done anything which could invalidate the insurances referred to in clause 17 (Liability and Insurance). The End User shall, software at its own expense, provide the equipment necessary at the Site to enable the access referred to in clause 13.2.1 in accordance with the Statement of Works in all material respects, but all other costs and firmware Goods delivered under this contract expenses for such access shall be able borne by the Supplier. The End User may restrict access to accurately process date/time data (includingcertain areas of its Site, but premises or systems on security grounds. The End User shall, no later than the Start Date, appoint and maintain for the duration of this Agreement, an End User Representative and a deputy to that individual, and shall notify the Supplier of the names of those individuals promptly on their appointment. The End User shall comply, as soon as reasonably practicable, with all the Supplier's reasonable requests for information or assistance. The End User acknowledges that the Supplier shall not limited tobe responsible for any loss of or damage to the Supplies arising out of or in connection with any negligence, calculatingmisuse, comparing mishandling of the Supplies or otherwise caused by the End User or its officers, employees, agents and sequencing) from, into and between the twentieth and twenty-first centuriescontractors, and the years 1999 End User undertakes to indemnify the Supplier on demand against the same, and 2000 and leap year calculations against all direct losses, liabilities, claims, damages, costs or reasonable expenses of whatever nature otherwise arising out of or in connection with any failure by the End User to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with itthis clause 13.7. The duration of this warranty and the remedies available to Buyer for breach of this warranty Supplier shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer mitigate its losses under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceclause 13.7.

Appears in 3 contracts

Sources: Call Off Contract, Call Off Contract, Call Off Contract

Warranty. a. Seller 10.1 WRESTLER represents, warrants, and agrees that WRESTLER is free to enter into this Agreement and to grant the rights and licenses herein granted to PROMOTER; WRESTLER has not heretofore entered and shall not hereafter enter into any contract or agreement which is in conflict with the provisions hereof or which would or might interfere with the full and complete performance by WRESTLER of his obligations hereunder or the free and unimpaired exercise by PROMOTER of any of the rights and licenses herein granted to it; WRESTLER further represents and warrants there are no prior or pending claims, administrative proceedings, civil lawsuits, criminal prosecutions or other litigation matters, including without limitation any immigration or athletic commission related matters, affecting WRESTLER which would or might interfere with PROMOTER's full and complete exercise or enjoyment of any rights or licenses granted hereunder. Any exceptions to this Warranty are set forth in Exhibit C, attached hereto. 10.2 WRESTLER represents and warrants that all Goods furnished under this contract shall conform WRESTLER is in sound mental and physical condition; that WRESTLER is suffering from no disabilities or pre-existing conditions or injuries that would impair or adversely affect WRESTLER’s ability to all specifications perform professional wrestling services; and requirements of this contract and shall be that WRESTLER is free from defects in materials the influence of illegal drugs or controlled substances, which can threaten WRESTLER’s well being and workmanshippose a risk of injury to WRESTLER or others. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of insure compliance with this warranty, Seller WRESTLER shall promptly comply abide by any drug policy for wrestlers, as conveyed to WRESTLER and/or his representative(s) as well as any and all amendments, additions or modifications to PROMOTER’s drug policy implemented during the Term of this Agreement and WRESTLER further consents to sampling and testing, in accordance with Buyer's direction to: (isuch policy. In addition, WRESTLER agrees to submit no less than annually to complete physical examination(s) repair, rework by a physician either selected or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceapproved by PROMOTER. b. Seller warrants that 10.3 PROMOTER reserves the right to have WRESTLER examined by a physician of its own choosing at its expense at any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between point during the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration Term of this warranty and Agreement. WRESTLER shall have the remedies available right to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in have his own physician present at such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceexaminations.

Appears in 3 contracts

Sources: Booking Agreement, Booking Agreement, Booking Contract (World Wrestling Entertainmentinc)

Warranty. a. Seller Unless otherwise agreed upon by the Parties in writing, the "Warranty Period" shall be two (2) years upon taking title of the Deliverables (or in case of services upon the completion of performance of the service) notwithstanding any termination or cancellation of this PO. Supplier warrants that all Goods furnished under this contract shall conform to all specifications Deliverables purchased hereunder (1) will be provided in a professional and requirements of this contract workmanlike manner in accordance with the highest standards in the industry and shall be free from defects in materials and workmanship. To design (to the extent Goods are the design was provided by Supplier), material and/or workmanship; (2) will be new and not manufactured pursuant used or reconditioned; (3) will upon Buyer's taking title of the Deliverable and for the Warranty Period conform to detailed designs the specifications, drawings, and/or descriptions provided to Buyer before its purchase hereunder; (4) will upon Buyer's taking title of the Deliverable and specifications furnished by Buyer, for the Goods Warranty Period be fit for the intended purpose and safe for any use that is consistent with the applicable Specifications or that is reasonably foreseeable; (5) shall be free from design Malware and specification defectsshall not expose any other products and services to any Malware; and (6) shall comply with Buyer’s customer’s requirements that are shared by Buyer with the Supplier; (7) will comply with such other Deliverable specific warranties as may be required by Buyer for the time period required by Buyer; and (8) the Deliverables shall comply with all applicable Laws. Buyer’s approval of designs furnished by Supplier or acceptance of Deliverables shall not relieve Supplier of its obligations hereunder. This warranty is in addition to and not in lieu of any other warranties given by Supplier and warranties created or existing pursuant to applicable Law. This warranty is fully transferable by Buyer at Buyer’s option to Buyer’s customers. Supplier represents and warrants (i) that it has title to the Deliverables and that the Deliverable is free of all liens, security interest or and encumbrance; and (ii) not to use, modify, compile or distribute the software, procured or licensed by Buyer from Supplier, in any manner that would cause any of Buyer’s software to become subject to any Open-Source License Terms. In the event of any breach of warranty, Buyer may, at its option: (1) return or notify about the affected Deliverables in Buyer’s possession to Supplier at Supplier’s expense and risk of loss or damage, in which case Supplier will, at no charge to Buyer, at Buyer’s election: (i) repair, replace or re-perform such Deliverables and return Deliverables without Defect within three (3) days from the receipt of the returned Deliverable or the notification of Defect; or (ii) refund the purchase price of the affected Deliverables within three (3) days from the receipt of the returned Deliverables or the notification of the Defect; (2) have Supplier repair (on or off-site) within twenty-four (24) hours at no charge to Buyer the affected Deliverables and provide, at Buyer’s request, on-site support (in compliance with Buyer’s facility and safety requirements) and rework, replacement or other assistance to address nonconformities and Defects in the Deliverables, without disrupting Buyer’s operations; (3) with Supplier’s prior authorization, repair the affected Deliverables at Supplier’s expense; or (4) return the affected Deliverables in Buyer’s possession to Supplier at Supplier’s expense and risk of loss or damage and purchase replacement products from a third party supplier at Supplier’s cost and expense, in which case Supplier shall refund Buyer the purchase price of such Deliverables (and if the substitute Deliverable price – purchased by Jabil from another source – is greater, Supplier shall also reimburse the difference of the purchase price of any substitute Deliverable and the affected Deliverables) within thirty (30) days after receiving Buyer’s invoice. These warranties shall survive inspection, test and acceptance oftest, acceptance, and payment forand shall accrue to Buyer, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayWarranty failures may be returned to Supplier for repair, at its option, either (i) return for credit or refundreplacement, or (ii) require prompt correction or credit at Buyer’s option and at Supplier’s risk and expense. Repaired and replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods Deliverables shall be at Seller's expensenew and not reconditioned (unless otherwise agreed to in writing between the Parties) and subject to the Warranty terms herein. Goods required to be corrected If Supplier breaches any warranty specified in this PO or replaced afforded by Law, Buyer shall be subject entitled to avail itself cumulatively of all remedies in Law or in equity. Notwithstanding anything to the contrary to this article Section 8., Buyer shall be entitled to full compensation for any and the "Inspection" article all losses, damages, costs and expenses (including but not limited to rework costs, overtime charges, cost of this contract in the same manner manufactured or partially manufactured assemblies, fines and penalties paid by Buyer and/or claimed by any customer of Buyer related to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (iSupplier’s warranties hereunder) repair, rework and other similar amounts suffered or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceincurred. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 3 contracts

Sources: General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement, General Terms and Conditions for Indirect Procurement

Warranty. a. Seller 9.1. SUNHILLO warrants that all Goods furnished under this contract shall conform to all the SOFTWARE, or the SOFTWARE portion of system products will, at the time of shipment and for a period of one (1) year thereafter, perform substantially in conformance with SUNHILLO’s applicable published specifications or with LICENSEE’s specifications as accepted by SUNHILLO in writing and requirements will be supplied on media which is free of this contract and shall be free from defects in materials material and workmanship. 9.2. To Written notice of nonconformance must be received by SUNHILLO within the extent Goods are not manufactured pursuant warranty period and should include a detailed description of the failure or non-conformity. Notices of non-conformity will be forwarded to detailed designs SUNHILLO’s engineering department for analysis and specifications furnished by Buyercorrection. Corrections will be included in a future scheduled maintenance release of the SOFTWARE. 9.3. SUNHILLO’S SOLE OBLIGATION UNDER THIS WARRANTY SHALL BE, the Goods shall be free from design and specification defectsAT SUNHILLO’S OPTION, TO REFUND THE LICENSE FEE, REPAIR, OR REPLACE THE SOFTWARE. IN NO EVENT SHALL SUNHILLO’S LIABILITY TO LICENSEE OR TO ANY OTHER PARTY FOR BREACH OF THIS WARRANTY EXCEED THE LICENSE FEE PAID TO SUNHILLO FOR THE NONCONFORMING SOFTWARE. 9.4. This warranty shall survive inspectionextends to LICENSEE only and may not be invoked directly by LICENSEE's customers. 9.5. SUNHILLO does not warrant that the SOFTWARE, test and acceptance ofalone or when integrated with other components not supplied by SUNHILLO, and payment forwill meet LICENSEE’s requirements, or that the Goodsoperation of the SOFTWARE will be uninterrupted or error free, or that the SOFTWARE will inter-operate with other components not supplied by SUNHILLO. 9.6. The SOFTWARE is warranted to meet SUNHILLO’s applicable published specifications or LICENSEE’s accepted specifications, as they exist at the time of shipment. SUNHILLO does not warrant that the SOFTWARE will continue to conform to SUNHILLO’s, LICENSEE’s, or third party referenced specifications if those specifications are modified subsequent to the time of shipment. 9.7. This warranty shall run to Buyer excludes all costs of shipping, customs clearance and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of related charges outside the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceUnited States. b. Seller warrants that any hardware9.8. THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES WHETHER EXPRESS, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingIMPLIED, but not limited toOR STATUTORY, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceINCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 3 contracts

Sources: End User Software License Agreement, End User Software License Agreement, End User Software License Agreement

Warranty. a. A. Seller warrants that title to all Goods furnished Products delivered to Buyer under this contract Agreement shall conform to be free and clear of all specifications and requirements of this contract and liens, encumbrances, security interests or other claims. B. Seller warrants that Products delivered hereunder shall be free from defects in materials workmanship under normal use and workmanshipservice for a period of [*] from date of acceptance of Products by Issuing Party. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods Seller further warrants that all Products shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and conform to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereofSpecifications. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations makes no warranty on Components except to the extent that other information technologya Component is covered by the Component manufacturers' or another persons' warranty that is enforceable and collectable. If a failed Component is not covered by its manufacturer's or another person's warranty which is enforceable and collectable, used Buyer shall [*] unless the non-coverage is Seller's fault. Seller shall, upon request, assign Components warranties to Buyer in combination with which event Seller shall have no responsibility for the information technology being acquired, properly exchanges date/time data with itcomponents covered thereby. The duration of this warranty for replaced or repaired Product will be the same as for the original Product. Products which are "samples" and/or "prototypes" are sold "as is", with all faults and the remedies available with no warranty whatsoever. C. Non-conforming Product discovered during Buyer's manufacturing or assembly processes are not considered to Buyer for breach of this be a warranty repair and shall be as defined incorrected in accordance with paragraph 8. D. Seller agrees that in case of epidemic failure (greater than [*] combined failure rate of delivered Product, after [*] units have been produced, for the same or multiple causes in any [*] period). Seller will provide corrective action in accordance with Paragraph 8 and subject toSeller will provide a written corrective Action Report addressing the steps that will be taken to eliminate the cause of the problem in accordance with Buyer's Corrective Action process. Failures due to Component issues will be cooperatively resolved between Buyer, Buyer's Affiliate, or Buyer's Authorized Agent, Seller and Component supplier. E. Seller agrees to work with Buyer during the development phase in order to make sure that the products are fit for the intended use, but Seller does not warrant such fitness. Especialy in the development phase, both Buyer and Seller have the responsibility to give each other warranties contained immediate feedback on fit-for-use issues and potential defect mechanisms. Buyer has the sole responsibility to make sure that the Specifications reflect the fit-for-use criteria. F. If during the applicable warranty period, (i) Seller is notified promptly in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement writing upon discovery of any non-compliant Goods discovered conformity in the Products, including a detailed description of such defect; (ii) such Products are returned to Seller's Failure Analyses and made known Corrective Action facility accompanied by Seller's Return Material Authorization; and (iii) such Products are defective and such defects are not caused by accident, abuse, neglect, alteration, improper installation, repair or alteration by someone other than Seller, improper testing, or use contrary to any instructions issues by Seller within a reasonable time and not in opposition to Product's Specifications, Seller shall [*]. -------------------------------------------------------------------------------- Iomega , Supplier Rev. P, July 30, 1997 -- -- Page 10 of 26 -------------------------------------------------------------------------------- G. Prior to any return of Products by Issuing Party pursuant to this Paragraph, Issuing Party shall afford Seller the opportunity to inspect such Products at issuing Party's location, and any such Products so inspected shall not be returned to Seller in writing. Nothing in prior to receipt of an RMA. H. Seller shall return Products repaired or replaced under this warranty to Issuing Party transportation prepaid. Seller shall be construed also reimburse Issuing Party for the transportation charges paid by Issuing Party, if any, for repaired, replaced, or returned-for-credit Products. Performance of this warranty does not extend the warranty period for any unreturned Products beyond that period applicable to limit the Products when originally delivered. Repaired or replaced Products shall have full warranty coverage from date of final delivery to Issuing Party. I. The foregoing warranty constitutes Seller's exclusive liability, and the exclusive remedy of the Issuing Party, for any rights breach of warranty or remedies Buyer may otherwise have under other nonconformity of accepted Products covered by this contract with respect to defects other than year-2000 performanceAgreement.

Appears in 3 contracts

Sources: Supply Agreement (Manufacturers Services LTD), Supply Agreement (Manufacturers Services LTD), Supply Agreement (Manufacturers Services LTD)

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all the Products will operate or perform substantially in conformance with Seller's published specifications and requirements of this contract and shall be free from defects in materials material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. To If a period of time is not specified in Seller's product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to Buyer for equipment and ninety (90) days for all other products (the "Warranty Period"). Seller agrees during the Warranty Period, to repair or replace, at Seller's option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller's review, Seller will provide Buyer with service data and/or a Return Material Authorization ("RMA"), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller's Terms and Conditions of Sale. Consumables are expressly excluded from this warranty. If Seller elects to repair defective medical device instruments, Seller may, in its sole discretion, provide a replacement loaner instrument to Buyer as necessary for use while the instruments are being repaired. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent Goods are not manufactured pursuant such assignment is allowed by such original manufacturer or third party supplier. In no event shall Seller have any obligation to detailed designs make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and specifications furnished tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (iiv) return for credit or refund, or (ii) require prompt correction or replacement use of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract Products in the same a manner and for which they were not designed, (v) causes external to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingProducts such as, but not limited to, calculatingpower failure or electrical power surges, comparing (vi) improper storage and sequencinghandling of the Products or (vii) from, into and between use of the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used Products in combination with equipment or software not supplied by Seller. If Seller determines that Products for which ▇▇▇▇▇ has requested warranty services are not covered by the information technology being acquiredwarranty hereunder, properly exchanges date/Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time data with itand materials rates. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include If Seller provides repair services or replacement of any nonparts that are not covered by this warranty, Buyer shall pay Seller therefor at Seller's then prevailing time and materials rates. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceFREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

Appears in 3 contracts

Sources: Terms and Conditions of Sale, Terms and Conditions of Sale, Terms and Conditions of Sale

Warranty. a. Seller SUPPLIER warrants that to LUCENT and its End Users all Goods furnished under this contract shall conform of the following: A. The PRODUCT and Demonstration Copies will be delivered to all specifications LUCENT free from significant errors, conforming to and requirements of this contract performing in accordance with the Documentation. The Golden Master media conveying the PRODUCT and shall Demonstration Copies will be free from defects in materials material and workmanshipworkmanship and conform to PRODUCT specifications and Documentation for the warranty period described below, provided that the PRODUCT has not been altered or modified in violation of the terms hereof or the terms of a Sublicense. To The PRODUCT will be compatible with and may be used in conjunction with other software as described in the extent Goods are not manufactured pursuant Documentation. SUPPLIER at its own cost will correct any bugs or errors in the PRODUCT necessary to detailed designs make the PRODUCT conform to the Documentation and specifications furnished and shall replace or correct any defective PRODUCT during the warranty period. If it is not commercially reasonable for SUPPLIER to correct or replace the defective PRODUCT then End User shall return the PRODUCT to LUCENT. SUPPLIER will give a credit, on the next succeeding quarterly payment due from LUCENT, subject to the limitation below, for the License Fees on the defective PRODUCT returned to LUCENT. The warranty period will be for a period of ninety (90) days and will be computed as follows: The ninety (90) day warranty period to the End User will commence on either of the following dates: (1) in the event the PRODUCT is installed by BuyerLUCENT or the SUPPLIER, then the Goods shall be free from design and specification defects. This said warranty shall survive inspection, test and acceptance of, and payment for, period will commence on the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refunddate that such installation is completed, or (ii) require prompt correction or replacement in the event the installation of the PRODUCT is to be performed by the End User, then the said warranty period will commence on the date the PRODUCT is shipped by LUCENT to the End User. During any calendar year, the credit to be given to LUCENT for defective or nonPRODUCT returned by End Users will not exceed twelve and one half (12.5%) per cent of the License Fees received by SUPPLIER during such calendar year. B. Support will be performed in a first-conforming Goodsclass, workmanlike manner in accordance with generally accepted industry standards. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods If any Support does not meet the above stated warranty, then it shall be performed in a conforming manner at Sellerno additional cost to LUCENT or End Users. C. There are no copy protection or similar mechanisms within the PRODUCT, Demonstration Copies, or Documentation that will, either now or in the future, interfere with the grants made in this Agreement. Proprietary to Lucent Technologies Inc./Nabnasset Corporation D. SUPPLIER knows of no claims by any third party that PRODUCT, Demonstration Copies, or Documentation infringe any patent, copyright, or trademark, nor has SUPPLIER been notified of any such potential claim. E. As to PRODUCT for which SUPPLIER does not solely own all intellectual property rights, SUPPLIER has full right, power and authority to license the PRODUCT to LUCENT and its customers as provided in this Agreement. F. LUCENT shall make all reasonable efforts to encourage End Users to purchase Maintenance Agreements. If the End User does not have a Maintenance Agreement then SUPPLIER shall have no obligation to End User other than the warranty obligations for ninety (90) days as described above provided, however, that SUPPLIER will, after the expiration of the warranty period, provide Support on a time and material basis, the pricing of which will be set from time to time by SUPPLIER. G. To the best of SUPPLIER's expenseknowledge and belief, the PRODUCT, and Demonstration Copies do not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter PRODUCT, Demonstration Copies, firmware, or hardware or which could, in any manner, reveal, damage, destroy, or alter any data or other information accessed through or processed by the PRODUCT in any manner. Goods required to be corrected SUPPLIER shall immediately advise LUCENT, in writing, upon reasonable suspicion or replaced actual knowledge that the PRODUCT provided under this Agreement may result in the harm described above. SUPPLIER shall be subject to this article indemnify and hold LUCENT and its customers harmless from any damage resulting from the "Inspection" article of this contract harm described above. H. PRODUCT will record, store, process and present calendar dates falling on or after January 1, 2000, in the same manner and to with the same extent functionality as Goods originally delivered under this contractit performed before January 1, but only as to the corrected or replaced part or parts thereof2000. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: The PRODUCT will process both twentieth (i20th) repair, rework or replace the Goods, or Century and Twenty-first (ii21st) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warrantydates Century simultaneously, the parties shall equitably adjust date field will not be converted back to a two-digit field during processing and all screens within the contract pricePRODUCT have been designed to accept a four (4) digit field. This maintenance will be considered part of and covered under the maintenance provisions of the Agreement at no additional charge to LUCENT. b. Seller warrants that any hardwareI. All warranties shall survive inspection, software acceptance and firmware Goods delivered under this contract shall be able payment. THE WARRANTIES ABOVE ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE Proprietary to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceLucent Technologies Inc./Nabnasset Corporation -15- 20 IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Appears in 3 contracts

Sources: Software Distribution Agreement (Quintus Corp), Software Distribution Agreement (Quintus Corp), Software Distribution Agreement (Quintus Corp)

Warranty. a. A. Seller expressly warrants that all Goods furnished under this contract Product(s) delivered and Service(s) performed hereunder shall be free from defects, shall be of good materials and workmanship, shall conform to all specifications and requirements of this contract Order, and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty of any claim of any third party. B. The foregoing warranties shall survive inspection, test inspection and acceptance Acceptance of, and payment for, the Goods. This warranty Product(s) delivered and Service(s) performed hereunder and shall remain in effect as to each Product furnished or Service performed and shall run to Buyer and Buyer, its successors, assigns assigns, and customers. Such warranty These warranties shall begin after ▇▇▇▇▇'s final acceptancenot be deemed to limit any warranties of additional scope given to Buyer by Seller, nor limit Buyer’s rights or Seller’s obligations under any other provision of this Order, at law or in equity. No warranties are waived by Buyer supplying, reviewing, commenting upon, or approving plans, specifications, or Data, issuing changes to this Order, or inspecting or Acceptance of the Product(s) or Service(s) or both. C. If Buyer determines the Product(s) or Service(s) or both do not to meet the warranties and guarantees specified herein, Buyer may, within its sole discretion, return such Product(s) to Seller at its optionSeller’s expense, either (i) return for credit correction, replacement or refundcredit, plus transportation charges, or (iirefuse to confirm satisfactory completion of Service(s) and require prompt correction Seller re-perform such Service(s). If repair, replacement, or replacement re-performance of the defective Product(s) or Service(s) or both is not timely, Buyer may elect to return, repair, replace, or re-procure the non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be Work at Seller's ’s expense. Goods required to be corrected Any corrected, replaced, or replaced repaired Product(s) or re-performed Service(s) shall be subject to this article and the "Inspection" article provisions of this contract in Clause for the same manner and remaining Warranty Period. Should Buyer’s customer require Acceptance of the Product(s) or Service(s) or both not conforming to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardwareParties will mutually agree on consideration to Buyer, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used a refund or equitable reduction in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceprice.

Appears in 3 contracts

Sources: General Provisions, General Provisions, General Provisions

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform it has good title to all specifications and the Product. Subject to the notice requirements of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by BuyerSection 4 below, the Goods shall following additional warranties are made by Seller, as of the date of Product shipment: (a) the Product will be free from design in material compliance with all applicable federal laws, regulations, orders and specification defects. This warranty shall survive inspectiondirectives issued by the Health Canada or the Canadian Food Inspection Agency (other than laws, test regulations, orders and acceptance of, and payment fordirectives applicable or specific printed matter expressly required by Buyer to be placed on labelling or packaging); (b) except for specific printed matter expressly required by Buyer to be placed on labelling or packaging, the GoodsProduct will not be adulterated, mislabeled or misbranded c) if the Product contains a color additive, such color additive was from a batch permitted in accordance with the Canada Food and Drug Act. This warranty THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND; ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE EXCLUDED FROM THIS TRANSACTION AND SHALL NOT APPLY. The Seller shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return not be liable for credit or refund, or (ii) require prompt correction or replacement any breach of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to warranty set forth in this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction toSection 2 if: (i) repair, rework or replace the Goods, or Buyer makes any further use of such Product after providing notice pursuant to this Section 4; (ii) furnish any materials or parts and installation instructions required to successfully correct the defect arises because Buyer failed to follow Seller's oral or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations written instructions as to the extent that other information technologystorage, used in combination with installation, commissioning, use or maintenance of the information technology being acquired, properly exchanges date/time data with it. The duration Products; or (iii) Buyer alters or processes such Products without the prior written consent of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceSeller.

Appears in 3 contracts

Sources: Sales Contract, Sales Contract, Sales Contracts

Warranty. a. Seller Supplier warrants that all Goods (a) it is free to enter into this PO and has no obligations or requirements under any other agreement contrary to any of the terms and conditions contained herein; (b) hardware will be new and unused on delivery; (c) for a period of 15 months (or longer period as offered by Supplier) after date of receipt by NCR: (i) Products furnished under this contract shall conform to hereunder will be in full conformity with all specifications and requirements of this contract other applicable documentation; (ii) hardware will be merchantable, and shall will be free from defects in materials material, workmanship and workmanship. To the extent Goods are not manufactured design; (d) software will contain no viruses or harmful code on delivery; and (e) Supplier will employ industry-standard technical practices, skills, care and judgment in its performance of any services pursuant to detailed designs and specifications furnished this PO. These warranties will be in addition to any standard warranties provided by BuyerSupplier for the Products, the Goods shall be free from design and specification defects. This warranty shall will survive inspection, test and acceptance oftest, acceptance, and payment forpayment, and will inure to the Goods. This warranty shall run to Buyer and benefit of NCR, its successors, assigns assigns, and customerscustomers (including but not limited to resellers and end users). Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer NCR may, at its option, either (i) return for credit full refund or refundcredit, or (ii) require prompt correction correction, replacement or replacement re-performance of the defective or non-conforming Goodsnonconforming Products, which right will be in addition to such other rights as NCR may have in law or equity. Return to Seller Supplier of any defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall nonconforming hardware will be made at SellerSupplier's expense. Goods required to be corrected Corrected or replaced shall Products will be subject to this article and the "Inspection" article of this contract in the same manner and warranty to the same extent as Goods Products originally delivered under this contractPO. For Products purchased for resale, but only as Supplier acknowledges that NCR may make similar warranties to its resellers or end users in reliance upon the corrected warranties in this PO. Supplier will defend, indemnify, and hold NCR harmless from and against any demand or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: claim made by any third party (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited to, calculating, comparing to NCR's resellers and sequencingend users) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations directly or indirectly alleging a Product's failure to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancePO.

Appears in 3 contracts

Sources: Purchase Order Agreement, Purchase Order Agreement, Purchase Order Agreement

Warranty. a. A. Seller expressly warrants that all Goods furnished under this contract Product(s) delivered and Service(s) performed hereunder shall be free from defects, shall be of good materials and workmanship, shall conform to all specifications and requirements of this contract Order, and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty of any claim of any third party. B. The foregoing warranties shall survive inspection, test inspection and acceptance Acceptance of, and payment for, the Goods. This warranty Product(s) delivered and Service(s) performed hereunder and shall remain in effect as to each Product furnished or Service performed and shall run to Buyer and Buyer, its successors, assigns assigns, and customers. Such warranty These warranties shall begin not be deemed to limit any warranties of additional scope given to Buyer by Seller, nor limit Buyer’s rights or Seller’s obligations under any other provision of this Order, at law or in equity. No warranties are waived by Buyer supplying, reviewing, commenting upon, or approving plans, specifications, or Data, issuing changes to this Order, or inspecting or Acceptance of the Product(s) or Service(s) or both. C. If Buyer determines the Product(s) or Service(s) or both do not to meet the warranties and guarantees specified herein, Buyer may, within its sole discretion, return such Product(s) to Seller at Seller’s expense, for correction, replacement or credit, plus transportation charges, or refuse to confirm satisfactory completion of Service(s) and require Seller re-perform such Service(s). If repair, replacement, or re- performance of the Product(s) or Service(s) or both is not timely, Buyer may elect to return, repair, replace, or re-procure the non- conforming Work at Seller’s expense. Any corrected, replaced, or repaired Product(s) or re-performed Service(s) shall be subject to the provisions of this Clause to the same extent as initially furnished hereunder for the remaining Warranty Period. Should Buyer’s customer require Acceptance of the Product(s) or Service(s) or both not conforming to this warranty, the Parties will mutually agree on consideration to Buyer, including but not limited to a refund or equitable reduction in price. Failure to reach mutual agreement on a refund or an equitable reduction shall be considered a Dispute under the Disputes/Arbitration clause. D. Should there be a failure of the Product(s) or Service(s) or both after final Acceptance by ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply fully cooperate with Buyer's direction to: (i) repair, rework Buyer and ▇▇▇▇▇’s customer in the investigation of the failure or replace the Goods, or (ii) furnish anomaly. Seller consents to provide any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations all information related to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancefailure.

Appears in 3 contracts

Sources: General Provisions, General Provisions, General Provisions

Warranty. a. Seller A. Supplier warrants to NuCon, its successors and customers that all Goods Items furnished under this contract shall conform to all specifications and requirements of this contract and shall NuCon will be free from defects in materials material and workmanship. To , will conform to applicable drawings, designs, specifications, and samples, will meet all functional and performance requirements and, to the extent Goods are not manufactured pursuant the order calls for services to detailed designs and specifications furnished by Buyerbe performed, the Goods shall that such services will be free from design defects in workmanship, will meet all of the requirements of the order and specification defectswill be performed to the highest standards of workmanship in the industry (all of which are hereinafter collectively called “Conforming Items”). B. In the event Conforming Items are not furnished, within thirty (30) days after the non-Conforming Item is returned to Supplier, Supplier shall repair or replace such non-Conforming Items. This warranty The failure of Supplier to repair or replace and redeliver such non-Conforming Items within such thirty (30) day period shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayentitle NuCon, at its optionelection and in addition to any other rights or remedies it may have at law or in equity, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or to have such non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of Conforming Items corrected or replaced Goods shall be at Seller's Supplier’s expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and In addition to the same extent as Goods originally delivered under this contractcosts of repairing or replacing such non-Conforming Items Supplier agrees that, but only as notwithstanding the provisions of any warranties, expressed or otherwise, negotiated with respect to the corrected Items purchased from Supplier by NuCon or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyNuCon's customers, Seller Supplier shall promptly comply with Buyer's direction toreimburse NuCon for labor and material cost, including overhead and general administrative expense reasonably incurred by NuCon in connection with: (i) repairthe unscheduled removal and/or replacement of such Items or components thereof from a higher level assembly due to failure of such Items to conform to requirements of the order or defective material, rework or replace the Goodsworkmanship, or design; (ii) furnish any materials such removal of said Items at Supplier's request; or parts (iii) any such removal of said Items required due to any previously required changes to said Items which Supplier has failed to incorporate. This remedy is not exclusive and installation instructions required to successfully correct shall not be in lieu of any other remedy available at law, in equity, or under the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceorder. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract C. The warranty period shall be able suspended upon notice that non-Conforming Items have been furnished until they have been repaired or replaced and redelivered to accurately process date/time data (includingNuCon postage or freight prepaid, but not limited toor in the case of nonconforming services, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with ithave been corrected. The duration unexpired portion of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision applicable to the contrary in such warrantiesrepaired, the remedies available to Buyer under this warranty shall include repair replaced or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancecorrected Conforming Items.

Appears in 3 contracts

Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement

Warranty. a. Seller Contractor warrants that to LES that, for the longer of one year after Final Acceptance or the period defined in the Contract Documents (the Warranty Period), (a) all Goods furnished under this contract equipment to be delivered hereunder shall conform to be new and fit for the purpose specified when operated in accordance with Contractor’s specific operating instructions (or in the absence thereof, in accordance with generally accepted operation practices of the electric power producing industry); (b) the Work and all specifications and requirements of this contract and materials incorporated therein shall be free from defects in materials material, workmanship, and workmanship. To title; (c) and to the extent Goods are any products delivered by Contractor comprise "Software," whether included in a product furnished hereunder or provided separately, Contractor warrants that the Software will, at the time of delivery by Contractor, conform to the documentation provided by Contractor relating to such Software. If the Work hereunder does not manufactured pursuant to detailed designs meet the above warranties, LES shall, within the Warranty Period, notify Contractor as hereinafter provided in writing and specifications furnished by Buyer, make the Goods Work available for correction. Contractor shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maythereupon correct any covered defect by, at its optionexpense, either (i) return for credit repairing or refund, or (ii) require prompt correction or replacement of replacing the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part Work or parts thereof; or making the Software conform to the documentation in question. Even if Any defective part that is replaced by Contractor shall, at Contractor’s option, be returned by LES to Contractor’s facility at Contractor’s expense within thirty (30) days from the date of written instruction by Contractor. If a defect in the Work or part thereof cannot be corrected by Contractor’s reasonable efforts, the parties disagree about the existence will negotiate an equitable adjustment in price with respect to such equipment or part thereof. Contractor shall commence making any necessary repairs or replacements within ten (10) days of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformancenotification. If the parties later determine Contractor does not commence making the necessary repairs or replacements within ten (10) days of notification or fails to complete the necessary repairs or replacements or determines that Seller did the defect cannot breach this warrantybe corrected by Contractor’s reasonable efforts, within a reasonable time then LES reserves the parties shall equitably adjust right to complete the contract price. b. Seller warrants that necessary repairs or replacements. The cost of any hardware, software repairs or replacements incurred in correction of the defects and firmware Goods delivered under this contract replacement of Work shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between paid by the twentieth and twenty-first centuries, and Contractor upon the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itdemand of LES. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer Any repaired or replacement part furnished under this warranty shall include carry warranties on the same terms as set forth above, except that the warranty period shall be for a period of ninety days from the date of such re-performance, repair or replacement or the remainder of the original Warranty Period, whichever is longer. If the Work or any non-compliant Goods discovered portion thereof fails to meet the foregoing warranty of title, Contractor shall, if notified promptly in writing and made known to Seller in writing. Nothing in this warranty shall be construed to limit given all necessary authority, information and assistance, defend LES from and against, and may settle, any rights claims, demands or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancesuits that allege a breach of such warranty.

Appears in 3 contracts

Sources: Construction Contract, Construction Contract, Standard Construction Contract

Warranty. a. (a) Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and the Rounds supplied hereunder shall be (i) in full conformity with the Specifications and with Buyer's orders, (ii) free from defects in materials material and workmanship, (iii) of good quality, and (iv) fit and sufficient for use at Buyer's Pipemill (or USS's Fairfield Works, as applicable) for the production of seamless pipe. (b) Seller agrees that it will maintain adequate internal quality management system controls, including but not limited to documented procedures, process monitoring, testing and inspection to guarantee that Buyer receives Rounds meeting the warranty set forth in Paragraph (a) above. To Seller shall submit to Buyer, within twenty four (24) hours of each occurrence, a written report documenting such occurrence of nonconformance with Seller's process. Such report shall also include Seller's action plan to prevent nonconforming Rounds that may result from such nonconformance from being shipped to Buyer. Buyer's representative shall be permitted unrestricted access to Lorain Works at all times during the extent Goods production of Rounds to conduct an audit and to monitor operations and Buyer's representative shall also be permitted access to Lorain Works to review Seller's quality records relating to the production of Rounds. (c) When Rounds are supplied by Seller that are not manufactured pursuant in conformance with the warranty set forth in Section 2.8.(a) above and such non-conformance is determined by Buyer to detailed designs and specifications furnished be caused by Buyersteelmaking, casting, cutting or the Goods shall be free from design and specification defects. This warranty shall survive inspectionmaintenance of traceability, test and acceptance ofincluding but not limited to failure to meet the Specifications, gross or excessive seams, laps, cracks, porosity, flux entrapment, inclusions, and payment fornon-metalics exceeding commercially acceptable levels for the melt line, mixed steel, or any other quality problem that may cause damage to Buyer's equipment or present a risk of harm to Buyer's personnel during processing, Buyer shall provide a written disqualification notice to Seller notifying Seller of Buyer's intent to disqualify the Goodsaffected product line from Buyer's requirements obligations hereunder. This Seller shall have five (5) days to investigate the identified warranty shall run problem and to cure the problem or to provide Buyer assurances that the problem will be remedied and which remedy is sufficiently satisfactory to Buyer to cause Buyer to cancel disqualification notice, which cancellation shall not be unreasonably withheld. In the event Seller fails to correct the problem or provide Buyer such assurances during the cure period, this Agreement shall continue with the Buyer's requirements to purchase Rounds modified as set forth below until such time as Seller shall again meet the quality and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either service criteria set forth herein. (i) return Buyer may purchase Rounds in the disqualified product line from any third party supplier and the quantity of Rounds Buyer is required to purchase from Seller under Section 2.2 above shall be reduced by the quantity of Rounds Buyer purchases and consumes from such third party. (d) In the event that Seller supplies Rounds to Buyer that do not conform to the specifications as identified in Buyer's orders or the Specifications hereunder, Buyer shall notify Seller of such non-conformity. Seller will reimburse Buyer for credit or refundall of Buyer's costs and expenses associated with identifying, or (ii) require prompt correction or replacement of the defective or sorting and testing non-conforming Goods. Return Rounds and suspected non-conforming Rounds including third party inspection and testing costs and expenses (including all transportation costs associated with transportation to Seller and from customer's or third party inspector's facilities), subject to prior Buyer notification and approval. (e) For purposes of defective or non- conforming Goods this Section 2.8, any and redelivery all references to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article mean and the "Inspection" article of this contract in the same manner and to the same extent include, as Goods originally delivered under this contractapplicable, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceUSS. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 3 contracts

Sources: Rounds Supply Agreement (PAV Republic, Inc.), Rounds Supply Agreement (Republic Engineered Products Holdings LLC), Rounds Supply Agreement (Blue Steel Capital Corp)

Warranty. a. Seller 9.1. Supplier represents and warrants to Signify that all Goods furnished Goods, Services and/or Work Product(s): (a) are suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship; (b) strictly comply with the specifications, approved samples and all other requirements under this contract the Agreement; (c) are delivered with all required licenses which shall conform remain valid and in place, and with the scope to properly cover the intended use. Furthermore, all specifications such licenses shall include the right to transfer and requirements of this contract and the right to grant sublicenses; (d) shall be free from defects any and all liens and encumbrances; (e) have been designed, manufactured and delivered in materials compliance with all applicable laws (including labor laws), regulations, EC Directive 2001/95 on General Product Safety and workmanshipthe then current Supplier Sustainability Declaration which can be found at the Supplier Website; (f) are provided with and accompanied by all information and instructions necessary for proper and safe use; (g) all packaging and components supplied to Signify comply with the Regulated Substances List (RSL), which can be found at the Supplier Website or will be sent to Supplier upon its first written request. To Supplier shall furnish to Signify any information required to enable Signify to comply with such laws, rules, and regulations in its use of the extent Goods and Services; and (h) will be accompanied by written and detailed specifications of the composition and characteristics, to enable Signify to transport, store, process, use and dispose of such Goods and/or Work Product safely and in compliance with law. 9.2. The warranties stated in Clause 9.1 are not manufactured pursuant exhaustive and shall not be deemed to detailed designs exclude any warranties set by law, Supplier’s standard warranties or other rights or warranties which Signify may be entitled to. These warranties shall survive any delivery, inspection, acceptance, payment or resale of the Goods, and specifications furnished by Buyershall extend to Signify and its customers. 9.3. Without prejudice to any other rights accruing under the Agreement or law, the warranties set forth in Clause 9.1 will subsist for a period of thirty-six (36) months from the date of delivery as per Clause 4.2, or such other period as agreed in the Agreement (the “Warranty Term”). Goods repaired or replaced within the Warranty Term are warranted for the remainder of the original Warranty Term of said Goods, or twelve (12) months following the delivery date of such repaired or replaced Goods, whichever is longer. 9.4. Supplier agrees that, upon request of Signify, it shall be free from design register and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after use BOMcheck (▇▇▇▇▇'s final acceptance. Buyer may://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇/) to make substance compliance declarations including ROHS, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return REACH and other applicable regulatory requirements by making declarations in BOMcheck to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly fully comply with Buyer's direction to: (i) repairthe Signify RSL, rework unless otherwise agreed with Signify. Supplier will also adhere to future RSL changes following notification from BOMcheck or replace the Goods, or (ii) furnish any materials or parts other non- registered correspondence and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software is and firmware Goods delivered under this contract shall will be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination fully compliant with the information technology being acquiredupdated Signify RSL within 1 month of receiving the notification, properly exchanges date/time data unless otherwise agreed with itSignify. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided Signify may reject deliveries that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract do not comply with respect to defects other than year-2000 performancethese requirements.

Appears in 3 contracts

Sources: General Conditions of Purchase, General Conditions of Purchase, General Conditions of Purchase

Warranty. a. Seller warrants that all Goods furnished under this contract shall it has and will maintain sufficient rights and interests in the Products provided hereunder. Seller warrants that the Products will perform and conform to all the specifications and requirements of this contract will meet what otherwise has been agreed upon, and shall will be free from defects defects, deficiencies and non- conformities in design, materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished Products delivered may be rejected by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may▇▇▇▇▇ and returned at Seller’s risk and expense if at any time found defective, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective deficient or non-conforming Goodsin the above mentioned respects (below in this Article referred to as “defect(s)”) during a warranty period of twenty-four (24) months starting from the date of delivery of the respective Products. Return to In such cases Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be obliged at Seller's expenseits own cost to, at the option of Hexatronic, repair the Products or replace them with new Products that are free from defects, unless Hexatronic cancels the purchase concerned, wholly or in part. Goods required to be corrected or replaced Repair and replacement shall be subject to this article and the "Inspection" article of this contract carried out promptly upon demand. When a defect has been remedied as said in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyreceding paragraph, Seller shall promptly comply with Buyer's direction to: be liable for defects in the replaced or repaired Product under the same terms and conditions as those applicable to the original Product for a period of twenty-four (i24) repairmonths. In addition to the warranties above, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able obligated to accurately process date/remedy any systematic defects in the Products. A systematic defect is a defect of the same or substantially the same type, that appears or is likely to appear during the reasonably expected life time data of the concerned Products in more than one per cent (including1%) of the such Products delivered during any relevant time period, but such time period to be determined by Hexatronic in its sole discretion, however not limited toless than a time period of three (3) consecutive months. In case of a systematic defect in the Products, calculatingSeller shall promptly: a) at no charge to Hexatronic, comparing replace all units of the respective Products delivered up to the time that the systematic defect has been remedied by Seller; b) reimburse Hexatronic for the actual costs for investigating and sequencing) from, into analyzing the scope of and between consequences resulting from the twentieth and twenty-first centuriessystematic defect, and the actual costs for the removal and replacement of such defective Products at the Sites; and c) indemnify Hexatronic for all other costs and damage incurred by Hexatronic in connection with such defective Products. Seller’s obligations regarding systematic defects shall be applicable for the full expected life time of the relevant Products, which time, however, never shall be shorter than five (5) years 1999 and 2000 and leap year calculations from the delivery of the relevant Products. If Seller fails to fulfill its obligations above within the extent that prescribed time, Hexatronic may - without prejudice to other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available – undertake, or engage a third party to Buyer for breach undertake, necessary remedial works at the risk and expense of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceSeller.

Appears in 3 contracts

Sources: General Purchasing Conditions, General Purchasing Conditions, General Purchasing Conditions

Warranty. a. 9.1 The Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall the Products will be free from manufacturing defects and will comply with the Sale Agreement. The warranty period is 14 (fourteen) months from the date of collection of the Products from the Seller’s premises, irrespective of the Incoterms rule agreed upon. 9.2 No warranty shall apply in materials case of: a) Products which are stored, handled or utilized in a way which does not comply with the instructions displayed on their packing and/or on the instruction manual of the Seller or provided by the Seller in any manner whatsoever; b) Products used not in compliance with the standard and/or technical diligence required by the nature of the Products themselves; c) Products accidentally damaged and/or damaged during transport, if the transport shall be at risk of the Buyer; d) Products installed and/or repaired by third parties not authorized by the Seller. 9.3 In the event that Products are ascertained by the Seller as actually non-conforming or defective, the Seller agrees to replace the non-conforming or defective parts and/or components of the Products free of charge, provided that such parts and/or components are delivered by the Buyer to the Seller within 12 (twelve) months from the date of delivery of the Product in accordance with the Incoterms rule – DDP, Seller’s premises. 9.4 The warranty does not include the workforce cost necessary for the replacement of the parts and/or components of the Products which shall be entirely borne by the Buyer. 9.5 This warranty excludes all the electric parts, electric motors and workmanshipthe parts subject to wear. 9.6 For those components of the Products not manufactured by the Seller, the Seller transfers to the Buyer the warranty granted by the manufacturer of the component. 9.7 This warranty is the sole and only obligation of the Seller in relation to the supply of non-conforming or defective Products. To the fullest extent Goods are not manufactured pursuant to detailed designs and specifications furnished permitted by Buyerlaw, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit any other liability or refund, or (ii) require prompt correction or replacement obligations of the defective Seller, which may in any way arise from or in relation to the supply of non-conforming Goods. Return to Seller of or defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractProducts, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited toto compensation for direct or indirect/consequential damages to which this liability relies, calculating(for example: loss of profits incurred by the Buyer, comparing and sequencingloss or reduced production by the Buyer, etc.) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations is expressly excluded. 9.8 Without prejudice to the extent that other information technologyabove, used in combination with the information technology being acquiredevent of total failure of operation of the Products for reasons attributable to the Seller, properly exchanges date/time data with it. The duration the Seller, having ascertained the non-conformity or defectiveness of this warranty and the remedies available to Buyer for breach of this warranty Products, shall be as defined inentitled to collect the Products supplied, not requesting the payment of the residual price and subject to, return the other warranties contained in this contract, provided that notwithstanding amounts received without any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement right of compensation of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancedamages suffered by the Buyer.

Appears in 2 contracts

Sources: Sales Contracts, Sales Contracts

Warranty. a. Seller A. Supplier warrants to Customer that all Work performed by Supplier (i) will be new, merchantable and of good material and workmanship, free from all defects; (ii) will be as described in the Purchase Order or any quotation of Supplier referenced herein or attached hereto and will conform to all drawings, specifications and/or samples supplied by Supplier; (iii) will be fit for the particular purposes for which same are required by Customer (which purposes are known to Supplier and Supplier acknowledges that Customer is relying upon Supplier's skill and judgment to furnish suitable goods and services); (iv) will be in accordance with good marine practice, the engineering and design standards generally accepted in the industry including Transport Canada, U.S. Coast Guard and ABS standards for vessels with the class A1, Great Lakes Service, , AMS, ACC, whether or not applicable to Customer's vessels; and (v) will be manufactured, performed and/or delivered in compliance with all applicable federal, state, local and other laws, rules and regulations, including, without limitation, of the Occupational Safety and Health Administration. Work, materials or equipment not conforming to these requirements shall be considered defective. Supplier agrees that all guarantees or warranties of equipment or materials furnished to Supplier or its subcontractors by any manufacturer or supplier shall be deemed to run to the benefit of, and are hereby assigned to, Customer. All warranties provided in this Agreement shall, with respect to the then completed portions of the Work, survive any termination of this Agreement by Customer due to the fault, error, negligence, or breach of contract of Supplier. Any defect in the work performed by Supplier may cause significant losses to Customer, and Supplier agrees to indemnify Customer from any such losses. B. Supplier shall promptly repair defective Work that occurs and repair or replace (at Customer's option) defective items incorporated into or used in conjunction with the Work. Supplier shall perform such repairs and/or replacements at the time designated by Customer (which, due to the nature of the scheduling of the Vessel, may be substantially after such defects are discovered). If Customer is unable to make the Vessel available to Supplier for performance of warranty work within a time acceptable to Customer, Customer shall have the right to have the repair or replacement performed elsewhere and Supplier shall pay for the cost of such repair or replacement as invoiced. C. The warranties of Supplier in this section do not apply to normal wear and tear, abuse, neglect or other improper use, maintenance, or repair (provided, however, that delays described under Section 11(B) hereof shall not constitute grounds for any exclusion of coverage under Supplier's warranties). D. All Work will be free and clear of all liens, security interests or other encumbrances. Supplier shall promptly discharge, cause to be discharged or make adequate provision for discharge of any and all mechanics and materialmen liens filed by any subcontractor or sub-subcontractor in connection with the Work, and shall be responsible to resolve and pay any claims made by a subcontractor or sub-subcontractor in connection with the Work, provided only that Customer has paid the amounts due to Supplier pursuant to the Agreement for the Work that is the subject of any such lien. Supplier shall indemnify, defend and hold harmless Customer from any claims or mechanic's liens brought against Customer or against the Vessel as a result of the failure of Supplier, or those for whose acts it is responsible, to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. If Supplier fails to do so, Customer will have the right to discharge the claim or lien and, in Customer's sole discretion, withhold payment to Supplier, or hold Supplier liable, for costs and expenses incurred, including attorneys' fees. E. Supplier represents and warrants that all Goods furnished Work provided under this contract shall conform to all specifications and requirements of this contract Agreement does not and shall be free from defects not infringe or misappropriate any third party's intellectual property rights. F. Supplier represents and warrants that, it is the owner or has obtained all necessary rights in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractWork, but only as in order to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceconvey all rights conveyed hereunder. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 2 contracts

Sources: Service Purchase Order Agreement, Services Agreement

Warranty. a. A. Seller warrants to Buyer, its successors and customers that for a period of 24 months after acceptance of Items, that all Goods Items furnished under this contract shall conform to all specifications and requirements of this contract and shall Buyer will be free from defects in materials material and workmanship. To , will conform to applicable drawings, designs, specifications, and samples, will meet all functional and performance requirements and, to the extent Goods this order calls for services to be performed, that such services will be free from defects in workmanship, will meet all of the requirements of this order and will be performed to the highest standards of workmanship in the industry (all of which are hereinafter collectively called “Conforming Items”). B. In the event Conforming Items are not manufactured pursuant furnished, within 20 days after the non-Conforming Item is returned to detailed designs Seller, Seller shall repair or replace such non-Conforming Items. The failure of Seller to repair or replace and specifications furnished redeliver such non-Conforming Items within such 20-day period shall entitle Buyer, at its election and in addition to any other rights or remedies it may have at law or in equity, to have such non-Conforming Items corrected at Seller’s expense. In addition to the costs of repairing or replacing such non-Conforming Items Seller agrees that, notwithstanding the provisions of any warranties, expressed or otherwise, negotiated with respect to Items purchased from Seller by Buyer or Buyer’s customers, Seller shall reimburse Buyer, it successors and customers for labor and material cost, including overhead and general administrative expense reasonably incurred by Buyer, the Goods shall be free from design its successors and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract customers in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction toconnection with: (i) repairthe unscheduled removal and/or replacement of such Items or components thereof from a higher level assembly due to failure of such Items to conform to requirements of this order or defective material, rework or replace the Goodsworkmanship, or design; (ii) furnish any materials such removal of said Items at Seller’s request; or parts (iii) any such removal of said Items required due to any previously required changes to said Items which Seller has failed to incorporate. This remedy is not exclusive and installation instructions required to successfully correct the defect shall not be in lieu of any other remedy available at law, in equity, or nonconformance. If the parties later determine that Seller did not breach under this warranty, the parties shall equitably adjust the contract priceorder. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract C. The warranty period shall be able suspended upon notice that non-Conforming Items have been furnished until they have been repaired or replaced and redelivered to accurately process date/time data (includingBuyer postage or freight prepaid, but not limited toor in the case of nonconforming services, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with ithave been corrected. The duration un-expired portion of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision applicable to the contrary in such warrantiesrepaired, the remedies available to Buyer under this warranty shall include repair replaced or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancecorrected Conforming Items.

Appears in 2 contracts

Sources: Purchase Order Agreement, Purchase Order Agreement

Warranty. a. (A) The Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements the commodity actually delivered into the possession of this contract and the Purchaser at the intended place of destination shall be free in strict conformity with the provisions of article 15 and that any defective or non-conforming commodity or any part thereof delivered shall be repaired or replaced at the Seller's own risk and expenses in accordance with the instructions of the Purchaser. Unless otherwise stipulated in this contract, this warranty shall continue for twelve (12) months from the time when the commodity has been actually delivered into the possession of the Purchaser at the intended place of destination in the Republic of Korea. (B) Where the Purchaser has found and recognized any defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refundetc., or (ii) require prompt correction any non-conformance in the commodity delivered during the warranty period, notice to that effect is sent to the Seller by letter and if the Seller fails to repair or replacement of the replace such defective or non-conforming Goods. Return to commodity or such part thereof within a given period of time in accordance with the instructions of the Purchaser, the Purchaser may make a claim against the Seller for compensation for the invoice amount of such defective or non- conforming Goods non-confirming commodity or such part thereof and redelivery to Buyer any other consequent losses. In that case, the Purchaser may choose cash reimbursement or deduction of corrected or replaced Goods shall be at Seller's expensemoney from another payment of commodity shipped. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and Not withstanding anything to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained contrary in this contract, provided that notwithstanding any provision the Seller's total liability to the contrary Purchaser is limited to the value of the commodity purchased. (C) When the defective part is repaired or replaced in such warrantiesaccordance with the instruction of the Purchaser, the remedies available to Buyer under this warranty shall include repair repaired or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty replaced part shall be construed warranted by the Seller as provided in the preceding paragraph (A) for twelve (12) months from the time of completion of such repairing or replacement. (D) In case that the Seller does not agree with the warranty claim then intensive inspection shall be conducted by the inspection corporation that is a REPUBLIC OF KOREA government-licensed company and selected by the Purchaser. If the inspection proves that the warranty claims result from errors on the part of the Seller, the Seller shall bear all cost concerned with such inspection activities including the stipulated compensation for warranty claims. (E) In case of turning out of to limit any rights or remedies Buyer may otherwise have under be defective goods, the Seller shall bear other expense including freight concerned with the Purchaser's returning it to the Seller and Seller's delivering normal goods to the Purchaser. (F) For discrepant item returned to the Seller and consented by the Seller as a discrepancy, the Seller warrants to supply replacement to the Purchaser at the Purchaser's urgent request if it is available from Seller's stock. At this contract time, the Seller meets the cost of requirement a defect is ended by supply of substitute. (G) Upon inspection to the discrepancy, the Seller should notify lead-time, expected shipping date to the Purchaser. (H) Along with respect to defects other than year-2000 performancethe maintenance of correspondence with the specific purpose of the Commodity purchase, the Seller shall not be excluded from the responsibility of implied warranty.

Appears in 2 contracts

Sources: Termination Clause, General Terms and Conditions

Warranty. a. Seller Supplier warrants all goods and services delivered or provided hereunder to be non- infringing, free from defect in title, material and workmanship, and fit for the purpose intended for a period of twelve (12) months from acceptance by Abt Associates and to meet or exceed the specifications, drawings, or sample specified or furnished and any supplementary documentation referenced herein. Supplier further warrants that all Goods furnished under this contract shall conform to all specifications goods and services delivered or provided hereunder comply with requirements of this contract all applicable laws and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defectsregulations. This warranty shall survive any inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refunddelivery, or (ii) require prompt correction or replacement acceptance of the goods and services or payment therefore by Abt Associates. If any of the materials, equipment or services provided pursuant to this Order are found to be defective in material or non-conforming Goods. Return workmanship or otherwise not in conformity with the requirements of this Purchase Order at any time within the period of warranty, Abt Associates, in addition to Seller of defective any other rights that it may have, shall have the right, (1) with respect to materials and equipment, to reject and return such materials or non- conforming Goods and redelivery to Buyer of corrected equipment at Supplier's expense (including handling charges) and/or require that such items or replaced Goods shall be at Seller's expense. Goods required to materials be corrected or replaced immediately with satisfactory material or workmanship at Supplier’s sole expense and (2) with respect to services, to reject such services and require re-performance thereof in accordance with the requirements of this Purchase Order and in conformance with the warranty set forth in paragraph (a) above, at Supplier’s sole expense. Upon notice that nonconforming items have been furnished, the warranty period shall be subject suspended until the nonconforming items have been repaired or replaced and redelivered to this article and the "Inspection" article of this contract Buyer, postage or freight prepaid, or in the same manner and to the same extent as Goods originally delivered under this contractcase of nonconforming services, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with ithave been corrected. The duration un-expired portion of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision applicable to the contrary in such warrantiesrepaired, the remedies available to Buyer under this warranty shall include repair replaced or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancecorrected conforming products and/or services.

Appears in 2 contracts

Sources: Purchase Order, Purchase Order

Warranty. a. 7.1 In addition to any other express or implied warranties provided by law or otherwise, Seller warrants to Buyer, Buyer’s Customer and their respective customers, successors and assigns that the Supplies when delivered to Buyer shall: (i) be new and conform in all Goods respects to the Order and to all specifications, drawings, samples and other descriptions furnished under this contract shall by Buyer or otherwise obtained by Seller; (ii) be free from all defects in design, workmanship and/or materials and be of highest quality and workmanship; (iii) be selected, designed, manufactured, assembled and packaged by Seller based upon Buyer's stated use and be fit and sufficient for the purposes intended by Buyer as evidenced in the Order and in the drawings and specifications referred to herein; (iv) conform to all applicable laws in countries where the Supplies (or Buyer’s goods into which the Supplies are incorporated) are to be sold, including in the case of Supplies used in connection with the manufacture of motor vehicles, the National Traffic and Motor Vehicle Safety Act, all United States and European Union motor vehicle safety and end-of-life standards; (v) for all Supplies which consist of services, Seller further warrants that its work shall be performed in a professional and workmanlike manner, consistent with all standards and specifications agreed to with Buyer and requirements otherwise consistent with the highest industry standards. 7.2 All warranties of Seller extend to future performance of the Supplies and are not modified, waived or discharged by delivery, inspection, tests, acceptance and/or payment. Buyer's approval of any design, drawing, material, process or specifications shall not relieve Seller of these warranties. Seller waives any right to notice of breach. The warranties in this contract Section 7 are intended to and shall be free provide Buyer with protection from defects in materials any and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished all warranty claims brought against Buyer by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may’s Customer and their respective customers, at its optionsuccessors and assigns, either relating in any manner to the Supplies. 7.3 The warranty period shall run to the latest of the following: (i) return for credit or refund, or four (4) years from the date Buyer accepts the Supplies; (ii) require prompt correction the warranty period provided by applicable law; (iii) the warranty period offered by Buyer to Buyer’s Customer; or replacement (iv) the warranty period Buyer’s Customer offers to end-users of the defective products or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Sellerfor the products into which the Supplies are incorporated. 7.4 At Buyer's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyrequest, Seller shall promptly comply with fully participate in any root cause investigation or analysis conducted by ▇▇▇▇▇ and/or Buyer’s Customer relating in any manner to the failure of the Supplies and provide all information requested by Buyer concerning the Supplies. In the event that the root cause analysis of a warranty failure is inconclusive but implicates the Supplies, the extent of Seller's direction to: (i) repairliability shall be based upon a good faith allocation by Buyer of the responsibility for the warranty failure. 7.5 In the event that Buyer or Buyer’s Customer voluntarily or pursuant to a government mandate, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required makes an offer to successfully correct the end-users to provide remedial action to address a defect or nonconformance. If nonconforming condition of the parties later determine that Seller did not breach this warrantySupplies or any of Buyer’s goods incorporating the Supplies, in connection with a recall campaign, service action or other corrective action (“Remedial Action”), the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall continue for such time period as may be as defined in, and subject to, dictated by ▇▇▇▇▇’s Customer or the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancegovernment unit.

Appears in 2 contracts

Sources: North American Terms and Conditions of Purchase, North American Terms and Conditions of Purchase

Warranty. a. Seller Supplier warrants that all Goods the Work to be performed by Supplier and its sub-suppliers, and the materials and equipment to be furnished under this contract Agreement shall conform to all specifications and requirements of this contract and shall (a) be free from defects in materials material, design and workmanshipworkmanship for a period of two (2) years following Customer acceptance, (b) be of merchantable quality, (c) conform to Calspan JETS’s specifications, (d) be fit for all intended particular purposes and uses for the Work, including but not limited to those identified by Calspan JETS, (e) be delivered in accordance with applicable laws and regulations and (f) conform to all other warranties that are implied or imposed under applicable law During such Warranty period, Supplier hereby agrees on notice from Calspan JETS that Supplier will reimburse Calspan JETS for any and all damages caused by Supplier’s breach or by nonconforming Work. To Supplier, at Calspan JETS’s option, will: (a) with respect to Goods, replace or repair the extent nonconforming Goods at the Customer Site at Supplier’s cost; (b) with respect to Services, re- perform all services necessary to correct any such nonconformity at Supplier’s cost; or (c) refund the purchase price of the nonconforming Work and any related costs incurred by Calspan JETS. Manufacturers' warranties received by Supplier which are not manufactured pursuant applicable to detailed designs any material, equipment, parts, property and specifications services furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty Supplier under this Agreement shall run to Buyer Calspan JETS and its successors, assigns survive acceptance and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itpayment. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contractsection are in addition to and are not to be construed as restricting or limiting any warranties or remedies of Calspan JETS, express or implied, which are provided that notwithstanding by any provision Agreement or by law. Any attempt by Supplier to the contrary limit, disclaim, or restrict any such warranties or remedies of Calspan JETS in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty manner shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancenull, void, and ineffective.

Appears in 2 contracts

Sources: Purchase Agreement, Purchase Agreement

Warranty. a. 7.1.1 Seller warrants to Buyer that all Goods furnished under this contract shall conform to all specifications and requirements the Parts delivered during the term of this contract and Contract shall be free from defects in materials material, workmanship and workmanship. To title and that Services performed during the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods term of this Contract shall be performed in a competent, diligent and workmanlike manner free from design and specification defects. This warranty The foregoing warranties shall survive inspectionexpire: (a) in the case of Parts installed under this Contract, test and acceptance [ * ] after installation of the Parts in the Covered Unit; (b) in the case of Services [ * ] after the performance of the Service; (c) in the case of any other parts, not installed under this Contract, [ * ] after delivery; provided that all warranties shall expire no later than [ * ] after the termination of this Contract. In the case of any Engineering Study/Inspection/Test Service, Seller does not warrant the accuracy of, or the performance results of, any conclusions or recommendations provided, or that any desired objective will result from the Engineering Study/Inspection/Test Service performed. 7.1.2 If any failure of Parts or Services to meet the above warranties is discovered during the warranty period, Buyer shall promptly notify Seller's Assigned Technical Advisor in writing and payment formake the Covered Units available as soon as reasonably possible, considering the GoodsObjectives, for correction. This warranty Seller shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maythereupon correct any defect by, at its option, either (i) return for credit or refundre-performing the defective Services, or (ii) require prompt repairing and re-installing the defective Parts or (iii) delivering necessary replacement Parts in accordance with Part 5.1.1 and installing such Parts. In determining which of the foregoing options to utilize for correction of any defect, Seller shall consider the Objectives. 7.1.3 Seller shall not be responsible for removal or replacement of the defective systems, structures or non-conforming Goods. Return to Seller other parts of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at SellerBuyer's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractFacility, but only as to shall nevertheless be responsible for dismantling and reassembling the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations Covered Units to the extent that other information technology, used in combination with necessary to perform the information technology being acquired, properly exchanges date/time data with itrequired Services or install the required Parts. The duration basis for any tests shall be mutually agreed upon and Seller shall be notified of and may be represented at all tests that may be made on the Covered Units. 7.1.4 Except for the provisions of Part 9.1.2, Part 9.1.4 and Part 11, Article 7 of Appendix B and Article 11.1 of Appendix B, the preceding paragraphs of this Part 7.1 set forth the exclusive remedies for all claims based on failure of or defect in the Covered Units or the Parts and Services provided under the Contract, whether the failure or defect arises before or during the applicable warranty period and whether a claim, however instituted, is based on contract, warranty, tort (including negligence), indemnity, strict liability or otherwise. The foregoing warranties are exclusive and are in lieu of all other warranties and guarantees whether written, oral, implied or statutory. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY. The limitations set forth in this Section 7.1.4 shall not limit or affect the remedies available obligation of Seller to indemnify Buyer for breach as otherwise specifically set forth in Article 7 of Appendix B of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision Contract. Notwithstanding anything to the contrary in such warrantiescontrary, the remedies available to Buyer Seller has no responsibility under this warranty shall include repair Contract to assess, address, or replacement of remediate any nonYear 2000 or other date-compliant Goods discovered and made known related issues related to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancethe Covered Units.

Appears in 2 contracts

Sources: Long Term Parts & Long Term Service Contract (Tenaska Georgia Partners Lp), Long Term Parts & Long Term Service Contract (Tenaska Georgia Partners Lp)

Warranty. a. Seller RDC makes no warranty of any kind, express or implied, except that RDC represents and warrants that all Goods furnished under this contract (i) Facility Products sold hereunder shall conform to all specifications and requirements of this contract and the Product Specifications set forth in Exhibit B hereto, as amended or supplemented from time to time as the parties may mutually agree, (ii) RDC will convey good title thereto, free from any security interest (except for a security interest created by or through RCR) (iii) Facility Products sold hereunder shall be of a quality that is usual and customary in the industry, (iv) Facility Products sold hereunder shall not be adulterated, and be generally free from defects of foreign materials, all in materials accordance with and workmanship. To the extent Goods are not manufactured pursuant subject to detailed designs industry standards, and specifications furnished by Buyer, the Goods (v) Facility Products sold hereunder shall be free from design in conformity with, in all material respects, any applicable statutes, rules or regulations. In the event that RCR becomes aware of changes in applicable statutes, rules or regulations, or industry standards, RCR will notify RDC of such changes. All such notification will be made to the specifications as indicated in Exhibit B and specification defectswill amend current industry standards. This warranty RCR or its customer shall survive inspectionnotify RDC in writing of any claims of defect or non-conformity noticeable upon ordinary inspection therefor within ten (10) days after the customer’s receipt of any Facility Products. RCR shall notify RDC in writing of any defect or non-conformity not so noticeable within ten (10) days of RCR becoming aware of the defect or non-conformity. If RDC does not receive written notice of a claim of defect or non-conformity within the appropriate time period described above, test a claim for that defect or non-conformity will be deemed to have been waived. If RDC does receive such notice within said time period and acceptance ofthe claim is valid, RDC and RCR will agree on an adjusted price or shall arrange for and RDC will bear the cost of shipping the defective Facility Products back to RDC, and payment forupon receipt of the Facility Products and upon reasonable confirmation of the existence of such defect or non-conformity, the Goods. This warranty shall run to Buyer as soon as practicable and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayin any event within thirty (30) days, at its optionelection either deliver at its own expense a replacement Product to RCR or its customer, either (i) return for credit or refundas applicable, or (ii) require prompt correction or replacement return to RCR the purchase price thereof. All costs of the defective or disposal of non-conforming Goods. Return to Seller of or defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods Facility Products shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceborne by RDC. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 2 contracts

Sources: Distribution Agreement (Rentech Nitrogen Partners, L.P.), Stock Purchase Agreement (Rentech Inc /Co/)

Warranty. a. Seller 13.1 Supplier hereby warrants that all Goods furnished Supplier’s performance under this contract Agreement shall conform not conflict with, or be prohibited in any way by, any other agreement or statutory or other legal restriction to all specifications which Supplier is bound. Supplier further warrants that Products furnished by Supplier shall be new and requirements of this contract not used or refurbished without Customer’s prior written consent to receive used or refurbished Products, shall be in full conformity with the Specifications, and shall be free from defects in materials and workmanship. To the extent Goods All other Components and materials utilized in any assembled or customized products are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined incovered by, and subject to, the terms, conditions and limitations of the manufacturer’s standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of or by Supplier. The Parties, together, shall use commercially reasonable efforts to secure favorable warranty terms from key supply chain third party Component vendors on the AVL. Supplier shall diligently inform Customer, as Supplier may become aware, of any third party warranties contained which are reasonably considered out of ordinary terms or conditions. Supplier agrees that this warranty shall survive acceptance of the Products. Supplier shall assume no responsibility or liability whatsoever for defects directly resulting from (i) Customer’s design or instruction; (ii) the performance or adequacy of any design or specification provided to Supplier by or on behalf of Customer; (iii) defective parts provided by Customer; or (iv) any portion of the Product which has been modified or altered by Customer or any third party acting on behalf of Customer without approval of Supplier. Notwithstanding the foregoing, should any AVL supplier to Supplier refuse to accept warranty terms substantially similar to those stated in this contractsection, Supplier shall promptly inform Customer, and the Parties shall mutually agree in writing on how to proceed with warranty terms for any affected Components. 13.2 Upon any failure of a Product based on a claim of breach of manufacturing warranty, Customer shall complete a failure report and request an RMA number from Supplier and, upon confirming an authorized return, Supplier will analyze any such RMA Product and, if a breach of manufacturing warranty is found (a “Defect”), then Supplier, upon receipt of the RMA Product and all required documentation, shall, without limiting Customer’s other remedies under this Agreement, promptly replace the RMA Product and return it to Customer freight from point of original delivery to be paid by Supplier. If no such Defect is found, Customer shall reimburse Supplier for all fees, costs and expenses actually incurred by Supplier in connection with such analysis. 13.3 The warranty period shall terminate (a) [***] months after the date in which the Product was delivered to Customer or (b) immediately after the Product has been subject of mishandling, accident, misuse, neglect, improper testing, improper or unauthorized repair, alteration, damage, assembly, processing or any other inappropriate or unauthorized action or inaction that alters physical or electrical properties. This warranty shall not apply to any defect in design or to any defect that results from errors or omissions in the Technical Specifications. 13.4 The Parties may conclude a separate agreement for the handling of warranty claims and for a more extensive warranty liability. 13.5 Products are subject to Customer’s inspection, testing and approval. Customer, no later than [***] days from the time of delivery, shall inform Supplier, in writing, of any Product which does not meet the requirements of the Purchase Order, the Technical Specification or any applicable warranty. Once the Products are inspected and tested by both Parties, and they are in fact rejected or found defective by Customer, then they shall be returned to Supplier at Supplier’s expense, and Supplier agrees to, at Customer’s election and within [***] days, (a) replace the Defective Product at Supplier’s cost and expense or (b) issue a refund to Customer for the amount paid by Customer (including documented shipping and handling expenses) for such Product. Payment by Customer for any Product shall not be deemed an acceptance thereof. Acceptance of any Product shall not relieve Supplier from any of its obligations, representations or warranties hereunder or pursuant hereto. 13.6 All Defective Products that are returned to Supplier for replacement shall be scrapped by Supplier at Supplier’s expense, provided that notwithstanding any provision the Defect was attributable to the contrary in such warrantiesSupplier. Otherwise, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty scrapping shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceat Customer’s expense. 13.7 EXCEPT FOR THE EXPRESSED LIMITED WARRANTIES SET FORTH IN THIS ARTICLE 12, SUPPLIER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Appears in 2 contracts

Sources: Supplier Master Agreement (Intuity Medical, Inc.), Supplier Master Agreement (Intuity Medical, Inc.)

Warranty. a. PREVIOUSLY-LEASED (USED) EQUIPMENT. Buyer acknowledges that certain Equipment (including without limitation any container purchased hereunder) is previously-leased, used equipment. Such Equipment is not subject to the warranty set forth in subsection (b) below, and will have normal wear and tear conditions consistent with other used equipment of similar or like age and circumstances with regard to areas including but not limited to wall panel surfaces, ceiling tiles, windows, general appearance, etc. Seller sells such used Equipment “AS-IS”, and warrants only that used Equipment corresponds to the description thereof set forth in the Sale Agreement. Otherwise, SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, RELATING TO THE USED EQUIPMENT, INCLUDING WITHOUT LIMITATION, THE CONDITION THEREOF, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, ANY WARRANTY AGAINST INFRINGEMENT OR AS TO TITLE OR OTHERWISE. b. NEW EQUIPMENT - With respect to new Equipment manufactured by Seller, Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements that, for twelve (12) months from the date of this contract and manufacture, the Equipment shall be free from defects in materials and workmanship. To the extent Goods are workmanship in normal use and operations and shall comply with all drawings and specifications attached hereto as Exhibit A. Equipment and accessory items not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods Seller shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall not be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractforegoing warranty, but only as shall carry the applicable warranty of the manufacturer, which Seller hereby assigns to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations Buyer to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of transferable. i. Seller’s liability under this warranty shall be as defined inlimited to the replacement or repair (during Seller’s normal working hours), at Seller’s option, of any new Equipment; provided, however, that Buyer shall provide written notice of any failure or defect to Seller within four (4) days after discovery and subject tofailure to provide such notice in a timely manner may result in a limitation of this warranty at Seller’s option. If Seller determines that repairs to the Equipment are needed, Buyer shall grant clear unobstructed access to the other Equipment for said repairs. If Buyer does not grant access for such repairs between 8:00 a.m. and 5:00 p.m., Monday through Friday, Buyer shall bear the cost of repair rates for labor at the applicable overtime rates. ii. This warranty does not extend to any Equipment subjected to improper application, damaged by accident or abuse, or repaired or altered outside of Seller’s facilities without prior written authorization from Seller. iii. The expressed warranties contained in this contractAgreement are in lieu of all other warranties, provided that notwithstanding any provision guarantees, promises, affirmation or representations, expressed or implied, which may be deemed applicable to the contrary in such warrantiesEquipment. c. NO EXPRESS OR IMPLIED WARRANTIES, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceWHETHER OF MERCHANTABILITY, FITNESS, SUITABILITY FOR ANY PARTICULAR PURPOSES OR USE, AGAINST INFRINGEMENT, OR OTHERWISE (EXCEPT AS TO TITLE) OTHER THAN THOSE EXPRESSLY SET FORTH HEREIN SHALL APPLY.

Appears in 2 contracts

Sources: Vendor Agreement, Supplemental Sale Terms and Conditions

Warranty. a. Seller 12.1 With due observance of the following restrictions and the other provisions of these General Conditions of Sale, Supplier warrants that the goods delivered shall: a. conform in all Goods furnished under this contract shall conform material respects to all specifications their specifications; and requirements of this contract and shall b. be free from material defects in materials design, material and workmanship, during the period as described in the product literature (unless otherwise agreed by the Supplier in writing), commencing at the time of delivery of the goods to the Customer. To When providing the extent Goods are services, Supplier warrants that when performing these services due care will be taken. 12.2 If the Customer alleges that some or all of the goods delivered do not manufactured pursuant to detailed designs and specifications furnished by Buyerconform with the warranty in article 12.1, the Goods shall be free from design Customer must give the Supplier a reasonable opportunity to examine the allegedly defective goods and specification defects. This deliver them to the Supplier. 12.3 If the Customer invokes any warranty shall survive inspectionprovision of the Agreement on valid grounds, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maySupplier, at its optionoption and without prejudice to the other provisions of these conditions, shall either (i) return for credit or refundproceed to replace the delivered goods, or to terminate (iiin whole or in part) require prompt correction or replacement the Agreement in combination with a pro-rata refund of the defective payment already made by the Customer, without any obligation to pay damages. Costs of materials, call-out charges, installation costs and such like are explicitly excluded from the warranty. 12.4 Without prejudice to the provisions of this article 12, the agreed upon warranty obligations will lapse if: a. the delivered goods have not been put into operation by Supplier or non-conforming Goodsa qualified firm of installers in accordance with the accompanying installation conditions and/or instructions; b. the installer engaged has not complied with the applicable legislation and regulations; c. the Customer has used the delivered goods for a purpose other than the designated use; d. the Customer (in Supplier’s reasonable opinion) has handled, used or maintained the delivered goods in an improper manner and/or has failed to comply with the Supplier’s instructions in relation to the goods; e. there is normal wear and tear, wilful damage or negligence; f. defects in the delivered goods are the result of any government regulations relating to the nature or the quality of the materials used; g. the Customer fails to fulfil its obligations towards Supplier; h. the Customer makes a changes or changes to, or repairs, the delivered goods or has changes or repairs made by third parties, without prior written permission from Supplier; i. to the extent caused by the Supplier following any specification or requirement of the Customer in relation to the goods; j. the defects in the delivered goods are otherwise, in whole or in part, attributable to the Customer. 12.4 Any labour costs, costs of disassembly, shipment and transport will be for the account and risk of the Customer. Return Products or parts of products, to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected be repaired or replaced Goods by Supplier, shall be at Seller's expensesent postage paid to Supplier by the Customer, after obtaining Supplier’s written permission. Goods required Products that have been returned and are found not to be corrected defective, will be returned to the Customer for the account of the Customer and Supplier’s costs for investigating the complaint shall also be charged to the Customer. 12.5 In case of replacement or replaced shall repair of the goods delivered the original warranty period will not be subject extended and there will not be a new warranty period. 12.6 A warranty claim does not give the Customer any right to this article suspend any obligation towards Supplier, including the obligation to pay any invoice from the Supplier. 12.7 In the event of sale of finished goods – goods purchased by Supplier and delivered unprocessed – the "Inspection" article of this contract goods will be sold in the same manner condition they are in. In respect thereof, Supplier does not provide any guarantee and does not accept any liability, unless expressly agreed otherwise in writing and then only if, and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warrantythat, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software relevant manufacturer/supplier provides guarantee and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations only to the extent that other information technologythe manufacturer/supplier provides guarantee. 12.8 If in the context of the performance of the Agreement by Supplier parts are outsourced to third parties under stricter conditions than these General Conditions of Sale, used Supplier may enforce, for the outsourced part of the Agreement, the same stricter conditions against the Customer. 12.9 Except as set out in combination this article 12, the Supplier shall have no liability to the Customer in respect of the goods’ failure to comply with the information technology being acquiredwarranty set out in article 12.1. 12.10 All warranties and conditions (including the conditions implied by ss 13-15 of the Sale of Goods Act 1979), properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined inwhether express or implied by statute, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision common law or otherwise are excluded to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceextent permitted by law.

Appears in 2 contracts

Sources: Terms and Conditions of Sale, Terms and Conditions of Sale

Warranty. a. Seller warrants that Unless otherwise specified in the Statement of Work, the warranties in this subsection a) begin upon Final Acceptance of all Goods Deliverables or Services furnished under this contract shall Contract as set forth in Paragraph 30 below and end 90 days thereafter. The Vendor warrants that (i) Deliverables and Services furnished hereunder will substantially conform to all specifications and the requirements of this contract Contract (including without limitation all descriptions, specifications, and shall drawings identified in the Scope of Work), and (ii) the Deliverables will be free from material defects in materials and workmanship. To Where the extent Goods are not manufactured pursuant Parties have agreed to detailed design specifications and incorporated the same or equivalent in the Scope of Work directly or by reference, the Vendor warrants that its Deliverables provide all material functionality required thereby. In addition to the other warranties set forth herein, where the Contract calls for delivery of Commercial Software, the Vendor warrants that such Software will perform in accordance with its license and accompanying documentation. The County’s approval of designs and or specifications furnished by BuyerVendor shall not relieve the Vendor of its obligations under this warranty. b. The Vendor warrants that Deliverables furnished hereunder (i) will be free, at the time of delivery, of harmful code (i.e. computer viruses, worms, trap doors, time bombs, disabling code, or any similar malicious mechanism designed to interfere with the intended operation of, or cause damage to, computers, data, or Software); and (ii) will not infringe or violate any Intellectual Property Rights. Without limiting the generality of the foregoing, if the County believes that harmful code may be present in any Commercial Software delivered hereunder, the Goods Vendor will, upon the County’s request, provide a new or clean install of the Software. c. The Vendor warrants that it will not knowingly use the services of any ineligible contractor or subcontractor for any purpose in the performance of the Services under this Contract. d. Unless otherwise specified in the Scope of Work: (i) The Vendor does not warrant that any Software provided hereunder is error-free or that it will run without immaterial interruption. (ii) The Vendor does not warrant and will have no responsibility for a claim to the extent that it arises directly from (A) a modification made by the County, unless such modification is approved or directed by the Vendor, (B) use of Software in combination with or on products other than as specified by the Vendor, or (C) misuse by the County. (iii) Where the Vendor resells Commercial Software it purchased from a third party, Vendor, to the extent it is legally able to do so, will pass through any such third party warranties to the County and will reasonably cooperate in enforcing them. Such warranty pass- through will not relieve the Vendor from Vendor’s warranty obligations set forth above. (iv) The Vendor makes no other warranties and disclaims all other warranties or conditions, including implied warranties, to the extent allowed by applicable law. e. All warranties, including special warranties specified elsewhere herein, shall be free from design and specification defects. This warranty shall survive inspectioninure to the County, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns assigns, customer agencies, and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maygovernmental users of the Deliverables or Services. f. Except as may be specifically provided in Attachment A, at its optionScope of Work or elsewhere in this Contract, either for any breach of the warranties provided in this Section, the County’s exclusive remedy and the Vendor’s sole obligation will be limited to: (i) return for credit or refundre-performance, or (ii) require prompt correction repair, or replacement of the defective nonconforming Deliverable (including without limitation an infringing Deliverable) or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or service; or (ii) furnish should the County in its sole discretion consent, refund of all amounts paid by the County for the nonconforming Deliverable or service and payment to the County of any materials additional amounts necessary to equal the County’s Cost to Cover. “Cost to Cover” means the cost, properly mitigated, of procuring Deliverables or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warrantyServices of equivalent capability, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuriesfunction, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 2 contracts

Sources: Contract for Modernization of Legacy Property Tax System, Contract for Modernization of Legacy Property Tax System

Warranty. a. Seller Lucent warrants that all Goods furnished under this contract shall conform the Device as a production item ("Item"), but not related services or prototypes of any such Items, to all specifications and requirements of this contract and shall be free from defects in materials material and workmanshipworkmanship and to be in conformance with the written specification contained in the Business Terms and amendments thereto, if any, and referenced in an order by CD Radio. To With respect to prototype ICs, Lucent shall use commercially reasonable efforts to ensure freedom from defects and conformity with written specifications, if any. If any defect in material or workmanship or failure to conform to such specification ("Defect") is suspected in any such Items, CD Radio, after obtaining a Returned Material Authorization Number from Lucent, shall ship suspected defective samples of the extent Goods Items to Lucent, following Lucent's instructions regarding the return. No product will be accepted for repair, replacement, credit or refund without the written authorization of and in accordance with Lucent's instructions, which authorization and instructions shall not be unreasonably withheld or delayed. Lucent shall analyze the failures, making use, when appropriate, of technical information provided by CD Radio relating to the circumstances surrounding the failures. Lucent will verify whether any Defect appears in the Items. If Lucent determines that the returned products are not manufactured pursuant to detailed designs defective, CD Radio may seek evaluation by a competent and specifications furnished disinterested third party approved by BuyerLucent (which approval shall not be unreasonably withheld). If such third party determines that the returned products are not defective, the Goods CD Radio shall be free from design and specification defects. This warranty shall survive pay Lucent all costs of handling, inspection, test repairs and acceptance of, and payment for, the Goodstransportation at Lucent's then prevailing rates. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayLucent shall, at its Lucent's option, either (i) return for credit or refund, refund the purchase price or (ii) require prompt correction repair or replacement of replace the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in product with the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part equivalent product without charge at Lucent's manufacturing or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction torepair facility provided: (i) repair, rework CD Radio notifies Lucent in writing of the claimed Defect within thirty (30) days after CD Radio knows or replace reasonably should know of the Goods, or claimed Defect and (ii) furnish any materials or parts and installation instructions required Lucent's and/or the disinterested third party's examination of the Items discloses that the claimed Defect actually exists. In the event of a replacement, Lucent shall ship the replacing Items FOB point of origin, freight prepaid to successfully correct the defect or nonconformanceCD Radio's destination. If the parties later determine that Seller did not breach this warranty, the parties Any replaced Item shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itbecome Lucent's property. The duration method of this warranty and the remedies available to Buyer for breach disposition of this warranty shall any replaced Items will be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller mutually agreed by both parties in writing. Nothing in this Lucent shall not be responsible for de-installation or reinstallation of any Item or for the expenses thereof. Repairs and replacements covered by the above warranty are warranted to be free from defects as set forth above. Inspection and acceptance of Items by CD Radio and/or payment therefor shall be construed to limit any rights or remedies Buyer may otherwise have under this contract not relieve Lucent of responsibilities hereunder. The above warranty does not apply to, and Lucent makes no warranties with respect to defects products that: are software programs (except for software programs Lucent developed and incorporated into the Device), experimental products or prototypes (all of which are provided "AS IS") or to Items which have been subjected to misuse, neglect, accident or abuse or operating or environmental conditions that materially deviate from the parameters established in applicable specifications; or have been improperly installed, stored, maintained, repaired or altered by anyone other than year-2000 performanceLucent; or have had their serial numbers or month and year of manufacture or shipment removed, defaced or altered. This warranty does not extend to any system into which a Device is incorporated. This warranty applies only to CD Radio and its successors and may not be assigned or extended by CD Radio to any of its customers or other users of the Items. Lucent will not accept returns from CD Radio's customers or users of CD Radio's products. EXCEPT AS STATED IN THE SECTION ENTITLED WARRANTY, LUCENT, ITS SUBSIDIARIES AND AFFILIATES, SUBCONTRACTORS AND SUPPLIERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CD RADIO'S SOLE AND EXCLUSIVE REMEDY SHALL BE LUCENT'S OBLIGATION TO REPAIR OR REPLACE OR CREDIT OR REFUND AS SET FORTH ABOVE.

Appears in 2 contracts

Sources: Receiver Integrated Circuits Agreement (Cd Radio Inc), Integrated Circuits Agreement (Cd Radio Inc)

Warranty. a. Seller warrants that i. The Product will comply with all Goods furnished under this contract shall conform Gateway approved product descriptions and specifications, and other printed information relating to all specifications the Product, provided to Gateway by Supplier and requirements in effect as of this contract and shall the date of the applicable Order. ii. The Product, (a) will be new, (b) will be free from defects in manufacture, materials and workmanshipdesign, (c) will function properly under ordinary use, and (d) will perform in accordance with all applicable specifications and documentation for such Product for a period of thirty-six (36) months from date of delivery. iii. To the extent Goods are not manufactured pursuant Supplier warrants that title to detailed designs and specifications furnished all Product purchased by BuyerGateway, the Goods no matter where delivered, shall be free from and clear of all liens, encumbrances, security interest, or other adverse interests or claims. iv. The aforementioned warranties shall not apply to any Product which has been altered or changed without Supplier's authorization after receipt by Gateway or to any failure of the Product to conform to such warranties as a result of improper maintenance, installation or service, operation and use contrary to furnished instructions, the transportation or improper storage of such items, abuse, misuse, neglect, negligence of end-users. It is understood and agreed that the Product shall be used in connection with and as components of a larger system, and that such inclusion into the larger system does not and shall not constitute an unauthorized alteration or change in the Product; provided that the design and specification defects. This warranty shall survive inspectionimplementation of such inclusion into the larger system is in conformity with specifications set forth in Exhibit A. However, test and acceptance of, and payment forshould the Gateway misuse the Product when performing its inclusion, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceis void. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. v. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained set forth in this contract, provided that notwithstanding any provision Section 9 are the only warranties made by Supplier to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract Gateway with respect to defects other than year-2000 performanceProduct. SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO PRODUCT SOLD PURSUANT TO THIS AGREEMENT AND EXHIBITS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE SALE, USE OR PERFORMANCE OF PRODUCT, EXCEPT INDEMNIFICATION.

Appears in 2 contracts

Sources: Purchase Agreement (STB Systems Inc), Purchase Agreement (Boston Acoustics Inc)

Warranty. a. 14.1 ALL WARRANTIES RELATING TO THE PRODUCTS ARE EXPRESSED IN THIS AGREEMENT ONLY. THERE ARE NO OTHER WARRANTIES, EXPRESSED OR IMPLIED. 14.2 Seller warrants that represents and warrants: (a) the PET Products it manufactures pursuant to Buyers’ orders will: (i) conform in all Goods furnished under this contract shall conform respects to all specifications the PET Product Specifications set forth in Schedule A; (ii) be merchantable and requirements fit for the purpose for which they are intended; namely, a commercially acceptable container for carbonated soft drink, non-carbonated beverage or bottled water products; or a preformed PET vessel which, in the Container manufacturing process, is blown into a Container; (iii) meet PCAM’s applicable shelf life for the mutually agreed period specified in the applicable specification for the specific beverage product; (b) the PET Products and materials which Seller supplies and uses in connection with the manufacture of this contract and shall the PET Products: (i) will be free from of defects in materials and workmanship; (ii) are permissible under presently existing regulations under the Federal Food Additives Amendment and any other applicable federal rules and regulations and under applicable state laws; and (iii) are neither unsafe food additives nor adulterated nor misbranded and the PET Products manufactured from such substances may be introduced into interstate commerce within the provisions of the Federal Food, Drug and Cosmetic Act; [ * * * ] Confidential treatment requested. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after Supply Agreement CONFIDENTIAL (c) each pallet or ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either ▇▇ of PET Products shall have attached thereto a slip indicating the date and shift when such PET Products were produced or such other documentation as is mutually acceptable; and (id) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods PET Products shall be at Seller's expense. Goods required to be corrected marked (i.e., ink jet ink, laser) indicating the date and shift when such PET Products were produced or replaced shall be subject to this article and such other documentation as is mutually acceptable. 14.3 If the "Inspection" article of this contract in the same manner and PET Products do not conform to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contractsection, Seller shall use commercially reasonable efforts to replace in a timely manner the nonconforming PET Products. If Seller does not so replace the nonconforming PET Products, Seller shall [ * * * ] such defective PET Products, based on [ * * * ]. In addition to either of the foregoing remedies available to a Buyer, [ * * * ], subject to Section 14.4 below, with respect to any claim for such nonconforming PET Products, [ * * * ]: (a) the [ * * * ] of such defective PET Products; (b) the [ * * * ] of such defective PET Products (as determined by [ * * * ] with respect to such [ * * * ]); (c) the [ * * * ] of such defective PET Products and their [ * * * ] of the defective PET Products; and (d) any [ * * * ] under this Agreement, which are [ * * * ] PET Products. (e) Except for third party claims, Seller shall not be responsible to Buyer [ * * * ], and Seller shall have no liability [ * * * ]. 14.4 Seller agrees to indemnify and hold Buyer harmless from and against any and all costs, losses, liabilities, damages, claims or expenses arising out of third-party claims for property damage or bodily injury (including without limitation legal fees and expenses incurred in defending against any such claims) incurred by Buyer and caused in whole or in part by any breach by Seller of the warranties set forth in this section, provided that notwithstanding any provision to Buyer gives Seller prompt notice of such claim, cooperates in the contrary in such warranties, the remedies available to Buyer under this warranty defense thereof (which shall include repair such matters as providing Buyer employees for interview, deposition and testimony at trial and production of relevant documents) and grants Seller the right to handle, defend or replacement otherwise dispose of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer such claim as it may otherwise have under this contract with respect to defects other than year-2000 performancedetermine.

Appears in 2 contracts

Sources: Supply Agreement, Supply Agreement (Constar International Inc)

Warranty. a. Seller 8.1. Priority Retail warrants that all Goods furnished under this contract that, at the Effective Date, any Software embedded in or provided with a Product shall materially conform to the specifications set forth in the accompanying Documentation. In the event that Licensee shall notice Priority Retail, following reasonable time of the Effective Date, that such Software fails to conform to the specifications set forth in the accompanying Documentation, then, subject to Priority Retail approving such failure, Priority Retail shall take steps within a reasonable time to ensure conformity. The foregoing warranty excludes (i) Software that is designated by Priority Retail as retired or not generally supported, and (ii) any nonconformity caused by any Maintenance Services provided by an Authorized Solution Partner. 8.2. Priority Retail does not provide any warranty in connection with the Hardware – except where such Hardware is sold or leased to Licensee by Priority Retail, in which case a warranty in connection with such Hardware, if any, shall be as provided by the Hardware manufacturer as forth in the applicable Documentation related to the Hardware. 8.3. Except for the express limited warranties provided herein or in a valid Purchase Order, Priority Retail expressly disclaims all specifications warranties and requirements representations of any kind or nature, whether written or oral, express or implied, including with respect to: (a) merchantability, fitness for a particular purpose or use, title, performance, security, or non-infringement of third party rights; and (b) liability for compliance with applicable law applicable to Licensee, which shall be Licensee’s sole responsibility. PRIORITY RETAIL MAKES NO WARRANTY THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE OR WITHOUT INTERRUPTION. PRIORITY RETAIL DOES NOT WARRANT THAT THE SOFTWARE SHALL OPERATE WITH ANY HARDWARE OR THIRD PARTY SOFTWARE OTHER THAN AS SPECIFIED IN THE DOCUMENTATION. 8.4. Notwithstanding any other provision of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods Priority Retail shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply have no warranty obligations with Buyer's direction respect to: (i) repair, rework any Hardware not sold or replace the Goods, or leased to Licensee by Priority Retail; (ii) furnish the operating system and the build-in software attached to the Hardware; (iii) malfunctions that arise from the use of Software with Hardware that was not delivered or Certified by Priority Retail; (iv) any materials part or parts and of the Software damaged by improper installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did operation, misuse, abuse, negligent use, alteration, modification, development (whether allowed or otherwise), or improper storage, or damaged by use which does not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations conform to the extent specific or general instructions provided by Priority Retail in a written form prior to such event or in the Documentation; (v) if Licensee or any party has modified or attempted to modify (including adding additional functionality and/or creating extensions to) the Software or any other use of the Software that other information technology, used in combination is noncompliant with the information technology being acquired, properly exchanges date/time data with it. The duration terms of this warranty and the remedies available ▇▇▇▇; or (vi) if damage has occurred due to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided causes that notwithstanding any provision are external to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceProduct.

Appears in 2 contracts

Sources: End User License Agreement, End User License Agreement

Warranty. a. 15.1. The Seller warrants that all the Goods furnished under this contract shall supplied conform to all the characteristics specified in its catalogues, website, data sheets, separate specifications and PSW/PPAP. Furthermore, the Seller does not warrant that the Products conform to any specifications or technical characteristics or are suitable for any specific uses, except to the extent that such characteristics have been agreed in the Contract or in documents referred to for this purpose by the Contract. 15.2. The Seller guarantees the Goods for a limited period of 12 (twelve) months against any non- obvious defect in construction or hidden defect in the materials attributable to the Seller. The warranty period commences on the date of delivery, after which no claims may be made against the Seller. 15.3. The warranty shall only apply to the Goods in the condition that they were in when they were delivered. It shall apply only to Goods which are recognised as defective by the Seller, once they have been returned to the Seller at its request and ex works. 15.4. However, the warranty shall not cover the following:  any processes and/or actions and/or interventions attributable to the Buyer or the user;  the use of the products in a manner that does not comply with the instructions provided in the Contract or in the relevant data sheets;  the use of the products with incompatible substances or agents or within unsuitable environments;  non-compliant or improper installation or assembly of products;  normal wear and tear;  non-adherence to the storage requirements, operational or environmental requirements indicated by the Seller;  the lack of this contract proper maintenance;  any modification or repair not previously authorized by the Seller in writing; the unauthorized use of spare parts. The costs incurred by the Seller to investigate and correct any such faults shall be paid by the Buyer if requested. The Buyer shall always remain solely responsible for the appropriateness and accuracy of the information provided. 15.5. The Seller shall be liable only for any damage that it has been found to have caused to the Goods sold by it, and shall not be liable for any indirect and/or consequential damage, nor for any subsequent damage caused by the Buyer or by third parties, nor for any delays in production by the Buyer or by third parties. 15.6. If the complaint is unfounded, the Buyer shall indemnify the Seller for all the costs incurred in dealing with the complaint. 15.7. Upon return by the Buyer of the Goods found to be defective by the Seller, the Seller shall, at its discretion, either replace them free of charge with Goods of the same type and quantity as the Goods found to be defective, or refund only the price actually paid by the Buyer for the purchase of the defective Goods, followed by notification in writing that the Contract has been terminated. 15.8. Replaced Goods, made available ex works from the Seller's premises, shall be covered by the same warranty, which shall last for the remaining period of the 12 (twelve) months of the original warranty. After expiry of the aforesaid term, the Seller shall be exempt from any liability in relation to any defects and/or faults with regard to the Goods replaced. 15.9. The Buyer is solely responsible, also vis-à-vis its customers and/or third parties, for the choice of the Goods purchased, through its own evaluation and checks, ensuring that all requirements relating to the use of the products, as well as their durability, performance, safety and maintenance, are met. The Buyer shall evaluate every aspect of the way they will be used, following the specifications, technical information and industry standards supplied with the applicable products for the purposes for which they are intended to be used. 15.10. If the Buyer is not the end user of the Goods, the Buyer shall nevertheless ensure that the end user complies with the provisions set out in materials this document, and workmanshipshall provide such guarantee to the Seller. 15.11. This guarantee does not cover defects relating to the parts of the products subject to wear and tear, defects resulting from improper use or use not in accordance with the instructions provided by the Seller, Goods modified, repaired or disassembled by persons not authorized by the Seller, Goods not properly stored by the Buyer, Goods produced by third parties for which the Manufacturer's and/or Original Manufacturer's guarantee applies, as well as negligence, incompetence or carelessness on the part of the Buyer or its agents. 15.12. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished permitted by Buyerlaw, the Goods shall be free from design and specification defects. This above warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article replaces all other warranties and the "Inspection" article of this contract in the same manner and Buyer renounces to the same extent as Goods originally delivered under this contractall other warranties, but only as to the corrected whether explicit or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyimplicit, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations those relating to the extent that other information technologydesign, used in combination with marketability or suitability of the information technology being acquired, properly exchanges date/time data with itGoods for a particular purpose. The duration provisions of this these General Conditions of Sale regarding the warranty and is the remedies only recourse available to the Buyer in the event that the Goods are defective. 15.13. The above warranty includes and replaces the legal warranties for breach of this warranty shall be as defined inany defects or faults and exempts the Seller from any other possible liability, and subject towhether contractual or non-contractual, relating to the Goods supplied. Therefore, the Buyer shall not be entitled to make any other warranties contained in this contractrequests for discounts or compensation for damages, provided that notwithstanding any provision to safety recalls, loss of earnings or termination of the contrary in such warrantiesContract. 15.14. In the event of intentional misconduct or proven gross negligence, the remedies available to Buyer under this warranty Seller shall include repair not be liable for loss of earnings, loss of production or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancedamage.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Warranty. a. The following warranty applies to Seller's Products only and excludes Seller's Services. If full payment for the Products is received, Seller warrants that all Goods furnished at the time of shipment and for a period of one (1) year thereafter (unless a different period is specified by Seller) its Products (not including any parts, materials or equipment not manufactured or supplied by Seller) shall be substantially free of material defects in workmanship and material under this contract normal use and service and shall substantially conform to all specifications and requirements of this contract and shall be free from defects in materials and workmanshipspecifications, subject to Seller's standard tolerances for variations. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either ▇ agrees to inspect the Products prior to acceptance and upon receipt and to give written notice within fifteen (i15) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return days to Seller of defective any claim that the Products breach any warranty provided herein. Seller will be afforded a prompt opportunity to inspect the Products. If Buyer shall fail to give such notice or non- conforming Goods and redelivery provide such opportunity to Buyer of corrected or replaced Goods inspect, the Products shall be at Seller's expense. Goods required deemed accepted and to be corrected or replaced conform to the terms of the Agreement and Buyer shall be subject bound to this article accept and pay for the "Inspection" article Products in accordance with the terms of this contract in the same manner and to Agreement. Use or processing of the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract Products shall be able deemed an unconditional acceptance. Defects in part of the Products shipped do not entitle rejection of the entire shipment. Complaints do not affect Buyer’s obligation to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between pay for the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations Products. Buyer’s failure to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itprovide timely notice shall constitute a waiver of its claims. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit expressly waives any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.revoke or refuse acceptance after such fifteen

Appears in 2 contracts

Sources: Terms and Conditions of Sale, Terms and Conditions of Sale

Warranty. a. (a) Seller hereby warrants that all Goods furnished under this contract shall conform to all specifications Buyer and requirements Buyer’s customers that, for a period of this contract three (3) years following Buyer’s taking delivery of the Products hereunder (the “Warranty Period”), such Product shall: i) be fit for its intended purpose and shall be of merchantable quality; ii) be free from defects in materials materials, workmanship, and workmanship. To design; iii) conform strictly to the performance, functionality and other specifications and descriptions set forth in Seller’s catalogs, product brochures, or other representations, depictions, samples or models to the extent Goods are not manufactured pursuant such were known to detailed designs Buyer at the time of making the Order; and specifications furnished by Buyeriv) conform strictly to all specifications, drawings and descriptions referenced or set forth in the Order (collectively, the Goods shall be free from design and specification defects“Performance Warranty”). This warranty The Performance Warranty shall survive inspection, test the termination and acceptance of, and payment for, expiration of the GoodsWarranty Period with respect to any claim made by Buyer prior to such termination or expiration. This warranty shall run Seller agrees that in case of direct delivery to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. ’s customer as provided for in the Order, ▇▇▇▇▇’s customers may enforce such Performance Warranty against Seller on, in and for such customer’s own behalf, name and benefit, and that Buyer maymay enforce such Performance Warranty against Seller on, in and for Buyer’s or such customer’s behalf, name or benefit. (b) During the Warranty Period, Seller shall, at no additional cost to Buyer, repair or replace at Buyer’s option any Product that fails to conform to its Performance Warranty in any respect whatsoever (each, a “Defective Product”). If Buyer’s option is to replace such Product, the replacement Product must conform to the Performance Warranty in all respects (“Conforming Product(s)”). Replacement Products must be new product if the Defective Product was supposed to be new product; no repaired or remanufactured product will be accepted. Seller shall replace, at Buyer’s option, either (i) each Defective Product and re-deliver a Conforming Product to Buyer as soon as possible, and in all events within a reasonable period of time set by Buyer after notice that a Product is a Defective Product. All return for credit or refund, or (ii) require prompt correction or replacement shipments of the defective or non-conforming Goods. Return Defective Products to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's ’s sole cost, risk, and expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply bear all shipping costs for warranty returns and replacements. Seller shall bear all reasonable direct and indirect costs and expenses incurred by Buyer to replace a Defective Product with Buyer's direction to: (i) repaira Conforming Product, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculatinglabor and travel expenses. Buyer has the right to return Product on a per occurrence basis. No minimum quantity shall be required for returns. (c) If, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations due to the extent that other information technologytype or serious nature of the defect of the Defective Product, used in combination with the information technology being acquired, properly exchanges date/defect cannot be remedied within a period of time data with it. The duration of this warranty and the remedies available reasonably acceptable to Buyer for breach of this warranty either by repair or replacement, Buyer has the right to reduce the purchase price or to rescind the contract with immediate effect. In the latter case, ▇▇▇▇▇ shall be as defined inentitled to an immediate and full refund of the purchase price paid to Seller for such Defective Product against returning the Defective Product. In the case of defects which can be remedied, ▇▇▇▇▇ has the right to reduce the purchase price or to rescind the contract after expiration to no avail of a reasonable time set by ▇▇▇▇▇. No period of reasonable time has to be set by ▇▇▇▇▇, if the Seller has seriously and subject todefinitively refused repair or replacement, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in if such warranties, the remedies available to Buyer under this warranty shall include repair or replacement is abortive or the setting of any a date for repair or replacement is not reasonably acceptable to Buyer. Any repair or replacement is deemed to be abortive after the second unsuccessful attempt, unless something can be derived from the nature of the product or the defect or the conduct of the Seller. Nor does a reasonable time for repair or replacement has to be set if, on account of a defect claimed by a consumer which defect already existed before the Product was delivered to Buyer, Buyer had to take the Product back as a result of the defective nature either from Buyer’s customer in the delivery chain or directly from the consumer, or if the consumer reduced the purchase price. ▇▇▇▇▇’s right to claim damages remains unaffected. (d) Where at fault, Seller shall be responsible for all direct, indirect and consequential damages incurred by Buyer resulting from the provision of a Defective Product or from the late delivery of a Product. (e) After the end of the Warranty Period, Seller shall continue to offer Product support to repair and/or provide service parts for a period of ten (10) years beginning with the date the Product is discontinued or no longer offered for sale by Seller. In the event that Seller cannot, or chooses not to, offer such Product support, then Seller shall provide one (1) year’s notice before discontinuing such Product support and shall provide all of the necessary technical drawings and documentation, as well as a royalty-free, non-compliant Goods discovered and made known revocable license to Seller in writing. Nothing in this warranty shall be construed to limit any rights all applicable intellectual property required for the continued repair or remedies manufacturing of Products by Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceor Buyer’s designee.

Appears in 2 contracts

Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions

Warranty. a. Seller hereby warrants to Buyer that all Goods furnished under this contract shall conform to all specifications (i) Seller's workmanship and requirements of this contract and materials shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyermaterial defects, the Goods shall be free from design and specification defects. This warranty shall survive inspection(ii) that systems designed, test and acceptance ofsupplied, and payment forinstalled by Seller will perform the functions intended by this Agreement and the Specifications, and (iii) that the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after components of the Equipment manufactured by ▇▇▇▇▇'s final acceptance▇▇▇▇▇ shall be free from material defects in ▇▇▇▇▇▇▇▇▇▇'▇ workmanship and material and shall perform in accordance with the Kit Construction Agreement and the specifications attached thereto as Annex C in normal use and service. The warranty set forth in the preceding sentence (hereinafter referred to as the "Warranty") shall commence on the date of delivery of the Platform to Buyer mayand expire twelve (12) months thereafter (provided, at its optionhowever, either that if any of the equipment of the Platform, including without limitation any cranes or winches, is put into service prior to said delivery, the twelve (12) months warranty period shall begin with the commencement of such service or operation insofar as such equipment is concerned) and shall be subject to the following provisions: (a) The Warranty shall not apply to any part of the Platform which (i) return for credit has been misused or refundstructurally repaired or altered by anyone other than Seller or its duly authorized representative, or (ii) require prompt correction has been damaged because of it use, or replacement the use of any other materials or equipment, after Buyer (or any other person or firm operating the Platform or its equipment) has knowledge of such defect. Except for the components of the defective Equipment manufactured by ▇▇▇▇▇▇▇▇▇▇ as expressly set forth and as limited herein, equipment or non-conforming Goods. Return other components of the Platform sold to Buyer pursuant to this Agreement but not manufactured by Seller are not warranted to any extent, but Seller shall assign (to the extent same are assignable by Seller) to Buyer, without recourse, any warranties furnished to Seller by the vendors of defective such equipment or non- conforming Goods other components. Buyer shall seek performance or damages under such warranties only from such parties and redelivery not from Seller. Seller shall use reasonable efforts to secure the best available warranties available from such vendors and shall cooperate with Buyer in any resulting dispute Buyer may have with such vendors. (b) The extent of corrected or replaced Goods Seller's liability for any breach of the Warranty shall be limited to (i) repairing or replacing (whichever of the two Seller, in its sole discretion, shall elect) any material defects in Seller's workmanship or materials, or causing the components of the Equipment manufactured by ▇▇▇▇▇▇▇▇▇▇ to perform in accordance with the Kit Construction Agreement and the specifications thereto by repairing or replacing (whichever of the two Seller, in its sole discretion, shall elect) any material defects in ▇▇▇▇▇▇▇▇▇▇'▇ workmanship or materials, as the case may be, at Seller's expense. Goods required Yard or at any other shipyard of Seller or its affiliates (hereinafter referred to as an "AMFELS Yard"), with the Platform to be corrected or replaced shall be subject brought to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with an AMFELS Yard at Buyer's direction to: (i) repair, rework or replace the Goodssole risk and expense, or (ii) furnish any materials reimbursing Buyer for the cost of such repair or parts and installation instructions required replacement in accordance with the provisions of subparagraph (c) hereinbelow. (c) Buyer, at its discretion, may elect to successfully correct cause the defect necessary repairs or nonconformancereplacements to be made at a non-AMFELS Yard. In such event, Seller's sole obligation shall be to reimburse Buyer for the cost of such repairs or replacements, provided, however, that in no event shall the sum to be paid to Buyer by Seller exceed the cost that Seller would have borne, based on Seller's normal rates, if the repairs or replacements had been made at the Seller's Yard. If Buyer elects to proceed under the parties later determine that provisions of this subparagraph (c), Buyer shall, as soon as possible after such election (but in any event prior to the commencement of such repairs or replacements), notify Seller did not breach this warrantyof the time, place, and estimated cost of such repairs and replacements. Seller shall have the right to verify, at its sole cost and expense, by its own representative, the parties nature and extent of the defects complained of prior to the time that the repairs or replacements are made, and if in fact no breach of the warranty made by Seller herein has occurred, Buyer shall equitably adjust pay to Seller a per diem fee equal to Sellers then current labor rate schedule and the contract pricereasonable expenses incurred by such representative. b. Seller warrants (d) The REMEDIES provided in subparagraphs (b) and (c) hereinabove are EXCLUSIVE. Buyer further agrees that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available no event will Seller's liability to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained Warranty set forth in this contract, provided that notwithstanding any provision subparagraph (a) with respect to the contrary in components of the Equipment manufactured by ▇▇▇▇▇▇▇▇▇▇ exceed such warrantiesamount as Seller may actually recover from ▇▇▇▇▇▇▇▇▇▇ for the same breach of warranty under the Kit Construction Agreement. Such Warranty shall not include transportation, towage, insurance, or other incidental expenses. In no event shall the remedies available obligation of Seller to Buyer under this warranty shall include repair or replacement replace (or to reimburse Buyer pursuant to subparagraph (c) hereinabove for the cost of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall repairing or replacing) defective workmanship or materials be construed to limit require Seller to repair or replace more than the actual workmanship or material that is found to be defective. The Platform as a whole or any rights other part thereof shall not be construed to be "workmanship" or remedies "material" for the purposes of the preceding sentence and this Agreement. (e) The Warranty shall not be effective unless Seller receives from Buyer may otherwise have under a written claim therefor (i) within thirty (30) days after the date of discovery of such defect and (ii) prior to the expiration of the prescribed Warranty period. (f) Any work performed or materials furnished by Seller pursuant to the Warranty shall be warranted for the remaining term of the original Warranty, and nothing in subparagraph (b) or (c) shall extend the Warranty period beyond the Warranty period specified in this contract Section 10. (g) THE WARRANTY AS DEFINED HEREINABOVE IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, STATUTORY OR AT COMMON LAW, AND ALL OTHER LIABILITIES (AT COMMON LAW OR IN CONTRACT, TORT, OR OTHERWISE, RELATING IN ANY WAY TO THE PLATFORM OR COMPONENTS THEREOF OR SERVICES TO BE PROVIDED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE). WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER EXPRESSLY DISCLAIMS AND NEGATES (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES (iv) ANY IMPLIED OR EXPRESS WARRANTY OF DILIGENCE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF WORKMANLIKE SERVICE, (vi) ANY IMPLIED OR EXPRESS WARRANTY OF SEAWORTHINESS, AND (vii) ALL OTHER LIABILITY, AT COMMON LAW OR IN CONTRACT OR TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY (WHETHER FOUNDED IN SECTION 402(A) OF THE RESTATEMENT OF TORTS OR OTHERWISE) AND NEGLIGENCE, WHETHER OCCASIONED BY ACTS OR OMISSIONS OF SOLE OR CONCURRENT NEGLIGENCE OF SELLER, ITS AFFILIATES AND/OR OTHERS. SELLER DISCLAIMS LIABILITY FOR, AND IN NO EVENT WHATEVER SHALL BE LIABLE FOR, ANY LOSS OF PROFITS OF BUYER OR OTHERS OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. (h) Seller's liability with respect to defects the Buyer Furnished Equipment shall extend only to installation thereof in accordance with the certified equipment drawings furnished by Buyer in those instances where such Equipment is actually installed by Seller. In all other instances (including, without limitation, those instances in which Buyer does not furnish certified equipment drawings to Seller), the sole risk and responsibility for the proper installation of the Buyer Furnished Equipment shall, as between Seller and Buyer, be borne by Buyer. In all instances the sole risk and responsibility for the operability of the Buyer Furnished Equipment shall, as between Seller and Buyer, be borne by Buyer. (i) No employee or representative of Seller is authorized to change the Warranty in any way or to grant any other warranty. (j) Buyer understands and agrees that any modification to the design of the Package or modification to the Equipment made by the Buyer are the responsibility of Buyer and not the responsibility of Seller for any purpose whatsoever, including claims for damages or other liability asserted by Buyer, its customers or any third party. In the event such modifications require regulatory approval, Buyer shall be responsible for obtaining such approval unless Seller accepts the responsibility by executing a change order to perform the work as additional work under this Agreement. (k) Buyer understands and agrees that the information contained in the Package and relating to the Equipment do not guarantee a fixed or variable weight of the Platform or designate the use of equipment other than year-2000 performancethe Equipment. The fixed and variable weight of the Platform and the selection of equipment other than the Equipment are decisions of the Buyer, including outfitting and fabrication decisions. The weight information provided by Seller is for information only and reflects historical information or estimated and approximate data. Seller is unable to predict actual weights for the Platform to be constructed by Seller. Seller does not warrant or represent that Seller's sale or construction of a Platform will meet the historical or approximate data supplied to Buyer. (l) Buyer acknowledges that certain information to be provided by ▇▇▇▇▇▇▇▇▇▇ relate to a ▇▇▇▇▇▇▇▇▇▇ 116-C Class Platform rather than to an Enhanced 116-C Platform. (See Annex C to the Kit Construction Agreement). Such supplemental information shall be deemed to be part of the Package for all purposes of this Agreement, including the provisions of the Confidentiality Agreement referred to in Section 29 hereinbelow. Such supplemental information is to be provided to Seller by ▇▇▇▇▇▇▇▇▇▇ approximately 120 days after the Effective Date of the Kit Construction Agreement. During the term of this Agreement, ▇▇▇▇▇▇▇▇▇▇ may provide other supplemental information to Seller relating to an Enhanced 116-C which shall, at such time, become part of the Package for purposes of this Agreement.

Appears in 2 contracts

Sources: Platform Construction Agreement (Chiles Offshore LLC), Platform Construction Agreement (Chiles Magellan LLC)

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may’s customer and their respective customers, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of successors and assigns that the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction toSupplies shall: (i) repairbe new and conform in all respects to the Purchase Order and to all specifications, rework drawings, samples and other‌ descriptions furnished by Buyer or replace the Goods, or otherwise obtained by Seller; (ii) furnish any materials be free from all defects in design, workmanship and/or materials; (iii) be selected, designed, manufactured, assembled and packaged by Seller based upon Buyer’s stated use and be fit and sufficient for the purposes intended by Buyer; and (iv) conform to all applicable laws in countries where the Supplies (or parts Buyer’s products into which the Supplies are incorporated) are to be sold. For all Supplies which consist of services, Seller further warrants that its work shall be performed in a professional and installation instructions required workmanlike manner, consistent with all standards and specifications agreed to successfully correct with Buyer and otherwise consistent with the defect highest industry standards. All warranties of Seller extend to future performance of the Supplies and are not modified, waived, or nonconformancedischarged by delivery, inspection, tests, acceptance and/or payment. The warranty period shall run to the latest of the following: (i) thirty-six (36) months from the date Buyer accepts the Supplies; (ii) the warranty period provided by applicable law; (iii) the warranty period offered by Buyer to Buyer’s customer; or (iv) the warranty period Buyer’s customer offers to end-users of the products or for the products into which the Supplies are incorporated. If any Supplies fail to meet the parties later determine that foregoing warranties, Seller did not breach this warrantyshall, in Buyer’s sole and absolute discretion, without prejudice to any other right or remedy of Buyer: (i) accept the parties shall equitably adjust return of such Supplies within the contract price. b. Seller warrants that any hardwaretime frame as requested by ▇▇▇▇▇, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuriesat Seller’s sole expense, and refund to Buyer the years 1999 full invoice price plus all transportation and 2000 and leap year calculations to the extent that other information technology, used in combination charges associated with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered conforming Supplies; (ii) replace or reperform the non-conforming Supplies with conforming Supplies, with all associated costs and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects expenses, other than year-2000 performancethe original invoice and shipping prices, being borne by Seller; or (iii) at Seller’s sole expense, repair the Supplies at any time prior to shipment from Buyer’s plant.

Appears in 2 contracts

Sources: Terms and Conditions of Purchase, Terms and Conditions of Purchase

Warranty. a. (a) In addition to any warranties set forth elsewhere in this Order or customarily provided by Seller or manufacturer with its goods or services, Seller represents and warrants that all Goods furnished that: (1) the work performed or deliverables provided under this contract shall conform to Order do not infringe the intellectual property rights of any third party; (2) all specifications and requirements of this contract and shall goods delivered pursuant hereto will be new, unless otherwise specified, free from defects in materials design, material and workmanship. To workmanship and will conform to the extent Goods are not manufactured pursuant to detailed designs requirements of this Order; and (3) any services performed hereunder shall be performed in accordance with the specifications furnished by and instructions of Buyer, and with that degree of skill and judgment exercised by recognized professional firms performing services of a similar nature and consistent with best practices in the Goods shall be free from design industry. All representations and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty warranties of Seller shall run to Buyer and its successors, assigns and Buyer's customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer Remedies under this warranty shall include, without limitation, at Buyer’s option and at Seller’s sole expense, prompt repair, replacement, re- performance, or reimbursement of the purchase price. (b) Seller further warrants the accuracy of its representations and certifications provided in connection with this Order and shall promptly notify Buyer of any material changes to them during the term, including without limitation changes to its Accounting System and/or related internal control structure or business system(s) that could affect its ability to properly report hours and ▇▇▇▇ costs in a compliant manner. The foregoing warranties shall survive any delivery, inspection, acceptance or payment by Buyer. (c) Seller warrants that its deliverables do not include repair software subject to any legal requirement that would restrict Buyer’s right to distribute or otherwise provide the deliverables, or any modification thereof: 1) for a fee; 2) with or without source code or source code rights, or 3) with such restrictions as Buyer sees fit to place on its customers’ modification or distribution rights. Remedies under this open source warranty shall include, without limitation, at Buyer’s option and at Seller’s sole expense, prompt: 1) replacement of any non-compliant Goods discovered and made known the software; 2) acquisition of a license to Seller in writing. Nothing in this warranty shall be construed to limit any rights remedy the breach; or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance3) reimbursement of the purchase price.

Appears in 2 contracts

Sources: Purchase Order, Purchase Order

Warranty. a. Seller Supplier warrants to purchaser that all Goods furnished under this contract the goods supplied hereunder will be delivered in accordance with the product description whereby it is understood that such warranty shall conform cover only first quality goods but not lower grade or special offer goods. The warranty period will be 8 (eight) weeks from the date of delivery thereof (hereinafter “Warranty Period”), provided that the goods in question have been stored and used in accordance with ordinary industry practices and conditions. Purchaser must inspect the goods upon delivery. Purchaser shall in writing notify supplier within 14 (fourteen) days upon such delivery of any defect which can be determined in the course of a customary examination of any of the goods delivered by supplier to all specifications purchaser hereunder; otherwise the goods are deemed accepted. As to other defects, supplier must be notified in writing within 14 (fourteen) days upon detection of the defect and requirements in any event within the Warranty Period (any claim for defective product not brought to supplier’s attention in writing within the Warranty Period is barred). The sole and exclusive liability of this contract and supplier shall be free from to make up shortages as to agreed quantity of the goods in question and moreover at the sole discretion of supplier either take back or replace the goods or grant purchaser an adjustment of the purchase price, provided the defect is not due to purchaser’s fault. In any event, purchaser may not return any goods without supplier's approval. If purchaser fails to notify within 14 (fourteen) days upon delivery or as far as latent defects are concerned within 14 (fourteen) days upon detection and in materials and workmanship. To any event within the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by BuyerWarranty Period, the Goods goods shall be free from design and specification defectsdeemed acceptable for use. This warranty shall survive inspection, test and acceptance of, and payment forIn case the goods are replaced, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods period shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractextended, but only as to for a period which is no longer than 16 (sixteen) weeks from the corrected or replaced part or parts thereof. Even if the parties disagree about the existence date of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itinitial delivery. The duration of this warranty foregoing expressed warranties are not transferable and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained are in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement lieu of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this other warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract by supplier with respect to defects goods furnished hereunder. Supplier grants no other than year-2000 performancewarranty and makes no other representation, either express or implied with respect to the goods. Supplier expressly disclaims all warranties of merchantability and fitness for a particular purpose. In any event, goods are deemed to conform to the contract, despite minor discrepancies in appearance and characteristics due to conditions of raw materials and manufacture.

Appears in 2 contracts

Sources: General Terms and Conditions of Sales, General Terms and Conditions of Sales

Warranty. a. Seller With respect to any Product furnished hereunder by Titan to Tedco and/or PSN, for a period terminating on the earlier of [...***...] from the date of delivery as set forth in Section 7 of this Agreement, or [...***...] from the commencement of installation of such Product at its ultimate delivery location in Indonesia, Titan warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall such Product will be free from defects in materials material and workmanship. To Notwithstanding the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyerforegoing, Titan warrants that the Goods DAMA Network Control Software shall be free from design program defects for a period terminating [...***...] after installation of such DAMA Network Control Software at the NCS; PROVIDED, HOWEVER, that in no event shall this warranty terminate with respect to DAMA Network Control Software less than the earlier of [...***...] from the date of delivery of the last HUB as set forth in Section 7 of this Agreement, or [...***...] from the commencement of installation of the last HUB to be delivered pursuant to the terms of this Agreement. In the event that PSN (with respect to the Regional Equipment) or Tedco (with respect to Rural Terminals) believes that a Product does not conform to such warranty, Tedco and specification defectsPSN must jointly supply Titan with a written notice specifying in reasonable detail the reasons that the Product does not conform to such warranty. Within 30 days after its receipt of such notice, Titan will either (a) advise designated employees of Tedco and/or PSN, as applicable, in Indonesia as to the proper method of on-site repair for such Product using replacement parts provided by Titan, or (b) request that PSN or Tedco, as applicable, return such Product to Titan's San Diego, California plant, at Titan's expense, for correction or replacement as Titan may elect. This warranty shall survive inspectionnot apply to any Product that has been abused, test and acceptance ofdamaged, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return altered or misused or that is defective for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and causes external to the same extent as Goods originally delivered under this contractProduct and not caused by Titan. TITAN MAKES NO OTHER WARRANTIES OR REPRESENTATIONS OF ANY KIND, but only as to the corrected or replaced part or parts thereofEXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT, ACCURACY, SUFFICIENCY OR ADEQUACY OF PRODUCTS SOLD UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY, EXPRESS OR IMPLIED, THAT THE GOODS ARE MERCHANTABLE OR FIT FOR A PARTICULAR PURPOSE. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.* Confidential Treatment Requested

Appears in 2 contracts

Sources: Equipment Purchase Agreement (Linkabit Wireless Inc), Equipment Purchase Agreement (Linkabit Wireless Inc)

Warranty. a. (a) Seller hereby warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successorsBuyer's customers that, assigns and customers. Such warranty shall begin after for a period of five (5) years following ▇▇▇▇▇'s final acceptanceacceptance of the Products hereunder (the "Warranty Period"), such Product shall: i) be fit for its intended purpose and be of merchantable quality; ii) be free from defects in materials, workmanship, and design; iii) conform strictly to the performance, functionality and other specifications and descriptions set forth in Seller's catalogs, product brochures, or other representations, depictions, samples or models; and iv) conform strictly to all specifications, drawings and descriptions referenced or set forth in the Order (collectively, the "Performance Warranty"). The Performance Warranty shall survive the termination and expiration of the Warranty Period with respect to any claim made by Buyer mayprior to such termination or expiration. Seller agrees that ▇▇▇▇▇'s customers may enforce such Performance Warranty against Seller on, in and for such customer's own behalf, name and benefit, and that Buyer may enforce such Performance Warranty against Seller on, in and for ▇▇▇▇▇'s or such customer's behalf, name or benefit. (b) During the Warranty Period, Seller shall, at no additional cost to Buyer, credit or replace at Buyer's option any Product that fails to conform to its Performance Warranty in any respect whatsoever (each, a "Defective Product"). If Buyer's option is for credit, Seller shall grant Buyer a credit equal to the full amount of the purchase price originally paid by Buyer for the Product plus any applicable taxes paid. If Buyer's option is to replace such Product, the replacement Product must conform to the Performance Warranty in all respects ("Conforming Product(s)"). Replacement Products must be new product; no repaired or remanufactured product will be accepted. Seller shall replace, at Buyer's option, either each Defective Product and re-deliver a Conforming Product to Buyer as soon as possible, and in all events no later than five (i5) return for credit or refunddays after notice that a Product is a Defective Product. In the event that Seller fails to do so, or (ii) require prompt correction or replacement Buyer shall be entitled to an immediate and full refund of the defective or non-conforming Goods. Return purchase price paid to Seller for such Defective Product. All return shipments of defective or non- conforming Goods and redelivery Defective Products to Buyer of corrected or replaced Goods Seller shall be at Seller's sole cost, risk, and expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply bear all shipping costs for warranty returns and replacements. Seller shall bear all reasonable direct and indirect costs and expenses incurred by Buyer to replace a Defective Product with Buyer's direction to: (i) repaira Conforming Product, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculatinglabor and travel expenses. Buyer has the right to return Product on a per occurrence basis. No minimum quantity shall be required for returns. (c) Seller shall be responsible for all direct, comparing indirect and sequencingconsequential damages incurred by Buyer resulting from the provision of a Defective Product or from the late delivery of a Product. (d) fromAfter the end of the Warranty Period, into and between the twentieth and twenty-first centuries, and the Seller shall continue to offer Product support to repair and/or provide service parts for a period of ten (10) years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination beginning with the information technology being acquireddate the Product is discontinued or no longer offered for sale by Seller. In the event that Seller cannot, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject or chooses not to, offer such Product support, then Seller shall provide one (1) year's notice before discontinuing such Product support and shall provide all of the other warranties contained in this contractnecessary technical drawings and documentation, provided that notwithstanding any provision as well as a royalty-free, non-revocable license to all applicable intellectual property required for the contrary in such warranties, the remedies available to Buyer under this warranty shall include continued repair or replacement manufacturing of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights Products by Buyer or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceBuyer's designee.

Appears in 2 contracts

Sources: Purchase Order Terms and Conditions, Purchase Order Terms and Conditions

Warranty. a. (a) Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and the Rounds supplied hereunder shall be (i) in full conformity with the Specifications and with Buyer's orders, (ii) free from defects in materials material and workmanship, (iii) of good quality, and (iv) fit and sufficient for use at Buyer's Pipemill (or USS's Fairfield Works, as applicable) for the production of seamless pipe. (b) Seller agrees that it will maintain adequate internal quality management system controls, including but not limited to documented procedures, process monitoring, testing and inspection to guarantee that Buyer receives Rounds meeting the warranty set forth in Paragraph (a) above. To Seller shall submit to Buyer, within twenty four (24) hours of each occurrence, a written report documenting such occurrence of nonconformance with Seller's process. Such report shall also include Seller's action plan to prevent nonconforming Rounds that may result from such nonconformance from being shipped to Buyer. Buyer's representative shall be permitted unrestricted access to Lorain Works at all times during the extent Goods production of Rounds to conduct an audit and to monitor operations and Buyer's representative shall also be permitted access to Lorain Works to review Seller's quality records relating to the production of Rounds. (c) When Rounds are supplied by Seller that are not manufactured pursuant in conformance with the warranty set forth in Article 2.7. (a) above and such non-conformance is determined by Buyer to detailed designs and specifications furnished be caused by Buyersteelmaking, casting, cutting or the Goods shall be free from design and specification defects. This warranty shall survive inspectionmaintenance of traceability, test and acceptance ofincluding but not limited to failure to meet the Specifications, gross or excessive seams, laps, cracks, porosity, flux entrapment, inclusions, and payment fornon-metalics exceeding commercially acceptable levels for the melt line, mixed steel, or any other quality problem that may cause damage to Buyer's equipment or present a risk of harm to Buyer's personnel during processing, Buyer shall provide a written disqualification notice to Seller notifying Seller `of Buyer's intent to disqualify the Goodsaffected product line from Buyer's requirements obligations hereunder. This Seller shall have five (5) days to investigate the identified warranty shall run problem and to cure the problem or to provide Buyer assurances that the problem will be remedied and which remedy is sufficiently satisfactory to Buyer to cause Buyer to cancel disqualification notice, which cancellation shall not be unreasonably withheld. (d) In the event that Seller supplies Rounds to Buyer that do not conform to the specifications as identified in Buyer's orders or the Specifications hereunder, Buyer shall notify Seller of such non-conformity. Seller will reimburse Buyer for all of Buyer's costs and its successorsexpenses associated with identifying, assigns sorting and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or testing non-conforming Goods. Return Rounds and suspected non-conforming Rounds including third party inspection and testing costs and expenses (including all transportation costs associated with transportation to Seller of defective and from customer's or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Sellerthird party inspector's expense. Goods required to be corrected or replaced shall be facilities), subject to this article prior Buyer notification and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceapproval. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 2 contracts

Sources: Rounds Supply Agreement (PAV Republic, Inc.), Rounds Supply Agreement (PAV Republic, Inc.)

Warranty. a. Seller warrants to its direct purchaser that all Goods furnished under this contract shall conform to all the Products will operate or perform substantially in conformance with Seller's published specifications and requirements of this contract and shall be free from defects in materials material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. To If a period of time is not specified in Seller’s product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to Buyer (the "Warranty Period"). Notwithstanding the foregoing, all Products are subject to tolerances and variations consistent with industry standards and customary manufacturing practices. If Seller determines, in its reasonable discretion, after an inspection of an allegedly defective Product (if such an inspection is requested by Seller), that a Product fails to meet industry standard tolerances or is otherwise defective, then Seller agrees during the Warranty Period, to repair or replace, at Seller's option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller’s Terms and Conditions of Sale. No repair or replacement will extend the original warranty period. Consumables are expressly excluded from this warranty. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent Goods are not manufactured pursuant such assignment is allowed by such original manufacturer or third party supplier. In no event shall Seller have any obligation to detailed designs make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and specifications furnished tear, (ii) accident, disaster or event of force majeure, (iii) abuse, neglect, misuse, fault or negligence of or by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (iiv) return for credit or refund, or (ii) require prompt correction or replacement use of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract Products in the same a manner and for which they were not designed, (v) causes external to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingProducts such as, but not limited to, calculatingpower failure or electrical power surges, comparing (vi) improper storage and sequencinghandling of the Products, (vii) from, into and between use of the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used Products in combination with equipment or software not supplied by Seller, (viii) ordinary maintenance, (ix) alterations, repairs or installations that have not been performed by Seller or its authorized representative or (x) failure to maintain Products in accordance with Seller’s written instructions. If Seller determines that Products for which Buyer has requested warranty services are not covered by the information technology being acquiredwarranty hereunder, properly exchanges date/Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time data with itand materials rates. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include If Seller provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Seller therefore at Seller's then prevailing time and materials rates. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER OR ITS AUTHORIZED REPRESENTATIVE WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR- FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT. No dealer or distributor of Seller’s Products is authorized to bind Seller to any non-compliant Goods discovered and made known to Seller in writing. Nothing in this representation or warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceas set forth above.

Appears in 2 contracts

Sources: Sales Contracts, Sales Contracts

Warranty. a. 6a. The warranty period shall commence on the date the product/ service is accepted by Purchaser and continue for six (6) years following such date (“Warranty Period”). During the Warranty Period, Seller warrants that all Goods furnished under products and services will conform strictly with applicable drawings, specifications, samples and other descriptions (including Purchaser’s: Total Quality Management Requirements for Suppliers 102-47, Environmental Standard 230- 702, Supplier Requirements for the Elimination of Hazardous Substances, and the International Standards for Phytosanitary Measures, Publication No. 15) that are made available to Seller in connection with this contract shall conform to order by Purchaser via the issuer of the order or by any other means made available by Purchaser. Seller warrants that all specifications products and requirements of this contract services will be merchantable and shall be free from defects in design, materials and workmanshipworkmanship and that no pattern of failure or pattern of degradation shall have developed that is likely to cause the products to fail to meet the requirements of the specification over their design life and, if not of Purchaser’s design, be suitable for the purpose intended whether expressed or reasonably implied. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty The foregoing warranties shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty and shall run to Buyer the Purchaser, its customers and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement the users of the item or work. Remedies may include repair, replacement or reimbursement of the purchase price of nonconforming items at Purchaser’s election. Seller shall be responsible for the cost of labor and engineering assistance or development required to make the repair and all associated costs such as but not limited to shipping and customs and services that may be required to make the repair. For the avoidance of doubt, the Seller shall pay to the Purchaser all the reasonable out of pocket expenses (if any) incurred by the Purchaser in testing or examining any part of the products for the purpose of or in connection with this clause or in connection with the making good, replacing or repairing any part of the product if the cause of failure is attributable to the Seller. It is the responsibility of the Seller to show that the failure cannot be attributed to the Seller. Any defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected part repaired or replaced Goods during the Warranty Period shall be at Seller's expense. Goods required to be corrected or replaced shall itself be subject to this article and a further warranty period of the "Inspection" article balance of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goodsoriginal Warranty Period, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.an additional two

Appears in 2 contracts

Sources: Purchase Order, Purchase Order

Warranty. a. A. Seller warrants to Buyer, its successors and customers that for a period of twenty-four (24) months after acceptance of Items, that all Goods Items furnished under this contract shall conform to all specifications and requirements of this contract and shall Buyer will be free from defects in materials material and workmanship. To , will conform to applicable drawings, designs, specifications, and samples, will meet all functional and performance requirements and, to the extent Goods are not manufactured pursuant this order calls for services to detailed designs and specifications furnished by Buyerbe performed, the Goods shall that such services will be free from design defects in workmanship, will meet all of the requirements of this order and specification defectswill be performed to the highest standards of workmanship in the industry (all of which are hereinafter collectively called “Conforming Items”). B. In the event Conforming Items are not furnished, within twenty (20) days after the non- Conforming Item is returned to Seller, Seller shall repair or replace such non-Conforming Items. This warranty The failure of Seller to repair or replace and redeliver such non-Conforming Items within such twenty (20) day period shall survive inspectionentitle Buyer, test at its election and acceptance ofin addition to any other rights or remedies it may have at law or in equity, and payment forto have such non-Conforming Items corrected at Seller’s expense. In addition to the costs of repairing or replacing such non- Conforming Items Seller agrees that, notwithstanding the Goods. This warranty shall run provisions of any warranties, expressed or otherwise, negotiated with respect to Items purchased from Seller by Buyer and its successors, assigns and customers. Such warranty shall begin after or ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantycustomers, Seller shall promptly comply with Buyer's direction toreimburse Buyer for labor and material cost, including overhead and general administrative (G&A) expense reasonably incurred by Buyer in connection with: (i) repairthe unscheduled removal and/or replacement of such Items or components thereof from a higher level assembly due to failure of such Items to conform to requirements of this order or defective material, rework or replace the Goodsworkmanship, or design; (ii) furnish any materials such removal of said Items at Seller's request; or parts (iii) any such removal of said Items required due to any previously required changes to said Items which Seller has failed to incorporate. This remedy is not exclusive and installation instructions required to successfully correct the defect shall not be in lieu of any other remedy available at law, in equity, or nonconformance. If the parties later determine that Seller did not breach under this warranty, the parties shall equitably adjust the contract priceorder. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract C. The warranty period shall be able suspended upon notice that non-Conforming Items have been furnished until they have been repaired or replaced and redelivered to accurately process date/time data (includingBuyer postage or freight prepaid, but not limited toor in the case of nonconforming services, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with ithave been corrected. The duration un- expired portion of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision applicable to the contrary in such warrantiesrepaired, the remedies available to Buyer under this warranty shall include repair replaced or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancecorrected Conforming Items.

Appears in 2 contracts

Sources: Purchase Agreement, General Purchase Order

Warranty. a. Seller (a) Supplier hereby warrants that all Goods furnished under this contract as follows: (i) Each Product has not been used by any end customer; (ii) For a period of [***] after the acceptance by Alcatel of each Product, the Product (other than any Software incorporated into the Product) shall conform to all specifications the Specifications and requirements of this contract and shall be free from defects in design, materials and workmanship; and (iii) For a period of [***] after the acceptance by Alcatel of each Product, the Software incorporated into the Product shall conform to the Specifications. To Notwithstanding the foregoing, Supplier shall have no warranty obligation under this Section 7.7(a) with respect to any Product to the extent Goods are that (i) the Product has been modified by any party other than Supplier, or (ii) any defect in the Product was caused by (A) any improper use, maintenance, repair or *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. installation of the Product by any party other than Supplier or (B) the compliance by Supplier with any Specifications delivered to Supplier by Alcatel. (b) If any Product does not manufactured pursuant conform to detailed designs any Warranty during the applicable warranty period, then Alcatel shall deliver to Supplier notice to such effect. Prior to the close of business on the next business day after the receipt of any such notice by Supplier, Supplier shall deliver to Alcatel authorization to return the non-conforming Product to Supplier. Promptly after the receipt of any such authorization, Alcatel shall return the non-conforming Product to Supplier at Supplier’s expense and specifications furnished otherwise in accordance with Supplier’s instructions and Supplier shall assume all risk of loss to the Product upon delivery to the carrier at Alcatel’s dock. Notwithstanding the foregoing, if Supplier reasonably determines that any Product returned to Supplier in accordance with this Section 7.7(b) conforms to the Warranties, then Alcatel shall reimburse Supplier for any transportation costs incurred by BuyerSupplier in connection with the return of the Product to Supplier. Within 10 business days after the receipt of any such Product by Supplier, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maySupplier shall, at its option, either (i) repair the Product and return for credit or refund, it to Alcatel or (ii) require prompt correction replace the Product and deliver its replacement to Alcatel. If Supplier fails timely to repair or replacement replace any such Product after the use of reasonable commercial efforts, then promptly after the defective or non-conforming Goods. Return to Seller request of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods Alcatel, Supplier shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace refund to Alcatel the Goods, price of the Product or (ii) furnish any materials grant to Alcatel a credit in the amount of the price of the Product. (c) If [***] of units of the same Product repeatedly does not conform to the same Warranty for the same specific reason during the applicable warranty period, or parts [***] of units of the same Product repeatedly does not conform to the same Warranty for the same specific reason after the expiration of the applicable warranty period and installation instructions required the nonconformity was not discoverable by Alcatel’s standard acceptance test plan, then in addition to successfully the other remedies set forth in this Section 7.7, (i) Supplier shall deliver to Alcatel a reasonable plan to correct the defect nonconformity, and (ii) promptly after the request of Alcatel, Supplier shall repair or nonconformancereplace any additional units of the Product that Alcatel reasonably believes to be nonconforming and are found to be non-conforming by Supplier. If Upon the parties later determine that Seller did not breach this warrantyacceptance of any such plan by Alcatel, Supplier shall implement the parties shall equitably adjust the contract priceplan and deliver to Alcatel progress reports relating thereto. b. Seller warrants that (d) If any hardwareProduct does not conform to any Warranty after the expiration of the applicable warranty period, software then Alcatel may engage Supplier to repair or replace the Product upon reasonable prices, terms and firmware Goods delivered under this contract shall be able to accurately process date/time data conditions. (including, but not limited to, calculating, comparing and sequencinge) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to To the extent that other information technologySupplier has the legal and contractual right to do so, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty Supplier hereby transfers to Alcatel any and the remedies available all warranties made by Supplier’s vendors to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract Supplier with respect to defects other than year-2000 performancethe materials incorporated into the Product. If Alcatel elects to assert any warranty claim against any such vendor, then Supplier shall enforce the applicable warranty against the vendor for the benefit of Alcatel and otherwise cooperate with Alcatel in connection therewith. (f) If Supplier discovers any defect in any Product during the applicable warranty period or after the expiration thereof, then Supplier shall immediately deliver to Alcatel notice to such effect. (g) EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WITH RESPECT TO ANY PRODUCT, AND SUPPLIER HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES RELATING THERETO, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY INTENDED OR PARTICULAR PURPOSE. (h) The provisions of this Section 7.7 shall survive the expiration of the term, or sooner termination, of this Agreement.

Appears in 2 contracts

Sources: Oem Agreement (Aruba Networks, Inc.), Oem Agreement (Aruba Networks, Inc.)

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all the Products will operate or perform substantially in conformance with Seller’s published specifications and requirements of this contract and shall be free from defects in materials material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. To If a period of time is not specified in Seller’s product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to Purchaser for equipment and ninety (90) days for all other products (the “Warranty Period”). Seller agrees during the Warranty Period, to repair or replace, at Seller’s option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Purchaser shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Purchaser with service data and/or a Return Material Authorization (“RMA”) , which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Purchaser may return the defective Products to Seller with all costs prepaid by Purchaser. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Purchaser of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller’s Terms and Conditions of Sale. Consumables are expressly excluded from the warranty under this warranty. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Purchaser any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent Goods are not manufactured pursuant such assignment is allowed by such original manufacturer or third party supplier. In no event shall Seller have any obligation to detailed designs and specifications furnished by Buyermake repairs, replacements or corrections required, in whole or in part, as the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either result of (i) return for credit or refundnormal wear and tear, or (ii) require prompt correction accident, disaster or replacement event of force majeure, (iii) misuse, fault or negligence of or by Purchaser, (iv) use of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract Products in the same a manner and for which they were not designed, (v) causes external to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingProducts such as, but not limited to, calculatingpower failure or electrical power surges, comparing (vi) improper storage and sequencinghandling of the Products or (vii) from, into and between use of the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used Products in combination with equipment or software not supplied by Seller. If Seller determines that Products for which Purchaser has requested warranty services are not covered by the information technology being acquiredwarranty hereunder, properly exchanges date/Purchaser shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller’s then prevailing time data with itand materials rates. The duration of this If Seller provides repair services or replacement parts that are not covered by the warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained provided in this contractwarranty, provided that notwithstanding any provision to the contrary in such warrantiesPurchaser shall pay Seller therefor at Seller’s then prevailing time and materials rates. ANY INSTALLATION, the remedies available to Buyer under this warranty shall include repair or replacement of any nonMAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER WITHOUT SELLER’S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceFREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

Appears in 2 contracts

Sources: Sales Agreement (T2 Biosystems, Inc.), Sales Agreement (T2 Biosystems, Inc.)

Warranty. a. Seller Runbeck warrants and represents that all Goods furnished under services provided pursuant to this contract Agreement, and attached exhibits, shall conform be timelyperformed in aprofessional mannerin accordance with applicable industry standards; and that Runbeck has the requisite ownership, authority and license rights to all specifications furnish Software provided to Client in connection with this Agreement. Runbeck warrants and requirements of this contract and represents that Equipment shall be free from any defects in materials material or workmanship for a period of one (1) year after installation; and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods Software shall be free from design and specification defectsany defects in material or workmanship for a period of one (1) year after installation (collectively, the “Warranty Periods”); provided, however, that if the manufacturer’s warranty extends beyond one (1) year for any part, product, or service item, the longer warranty shall apply. This warranty shall survive inspectionextends to i) any defect reported during the Warranty Periods but not corrected; ii) any defect reported and thought to be corrected but that reoccurs outside of the Warranty Periods; iii) any defect misdiagnosed during the Warranty Periods and discovered to reoccur outside of the Warranty Periods; and iv) any defect discovered after the Warranty Periods, test and acceptance of, and payment for, but which can be documented to have started during the GoodsWarranty Periods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance▇▇ agrees to a one-day grace period beyond the end of the Warranty Periods for notification purposes for defects discovered during the Warranty Periods. Buyer mayRunbeck shall, at its optionown election and expense, either (i) return for credit repair or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required replace any component which Client discovers to be corrected defective in material or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contractworkmanship, provided that notwithstanding any provision Client has furnished timely written notice to the contrary in such warrantiesRunbeck. EXCEPT FOR THE WARRANTIES PROVIDED HEREIN, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance▇▇▇▇▇▇▇ HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE CONCERNING THE EQUIPMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Appears in 2 contracts

Sources: Service Agreement, Service Agreement

Warranty. a. Seller Stinger will not be liable for concealed and unusual conditions at the work site, either above or underground, where such conditions were not reasonably discoverable through normal visual inspection, where such conditions were not indicated by Customer, or where Customer has supplied inadequate or incomplete information. In the event such concealed or unusual conditions result in delays and extra expense to Stinger, an equitable adjustment shall be made in the contract price and schedule. In the event any fluids containing hazardous substances or materials that could cause damage to the environment are flowed back in relation to the work/services provided by Stinger, it is the responsibility of the Customer to 292164-4 ensure that any tool/flow line used for flowing back such fluids leads to a tank or pit provided by the Customer and Stinger shall not be liable for any pollution resulting from the lack of any such pit or tank. Customer will at all times have complete care, custody, supervision and control of the work site and the recommendations of Stinger are advisory only and without representations as to results. Because of the uncertainty of variable well conditions and the necessity or relying on facts and supporting services furnished by others, Stinger does not guarantee the accuracy of any chart interpretation, research analysis, job recommendation or other data furnished by Stinger. Customer agrees that any employee(s) furnished by Stinger shall not be responsible for any final decision made on any job. Furthermore, Stinger reserves the right not to do work if, in its opinion, job conditions render such action inadvisable. Therefore, notwithstanding any other provision herein to the contrary, it is understood by Customer that Stinger does not warrant that its Services or Equipment will accomplish any particular result and that the warranties offered by Stinger are expressly limited to the following: Stinger warrants that all Goods furnished under Services and Equipment provided pursuant to this contract shall conform to all specifications and requirements of this contract and Agreement shall be free from defects in materials workmanship and workmanship. To materials, comply with the extent Goods are not manufactured pursuant applicable scope of work document, conform to detailed designs Stinger’s published specifications and specifications furnished shall otherwise be supplied in accordance with sound and generally accepted industry practice by Buyer, the Goods shall be free from design and specification defectscompetent personnel. This warranty is exclusive of any other liability, particularly in respect of any damage suffered because of defective Equipment or Services. In the event that Stinger’s Equipment or Services fail to comply with the foregoing standards, Stinger shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refundperform such corrective Services of the type originally performed, or provided that Stinger is notified thereof in writing by Customer prior to the departure of Stinger from the worksite and/or (ii) require prompt correction repair or replacement replace Equipment as may be necessary to correct any such deficiencies provided Stinger is notified in writing within forty-eight (48) hours of the defective discovery of such deficiency. Liability will only be accepted if the Equipment was used for the purpose for which it was designed. The warranty expires ninety (90) days from the date of shipment. Stinger shall have no responsibility for the design and/or engineering of the Equipment or nonServices provided hereunder, even though Stinger may have participated in its development, nor for any Customer furnished materials, nor for the labor, freight or travel expenses incurred in replacing or repairing any warranted item. In addition, Stinger does not warrant any consumable components. With regard to materials furnished by third-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods party suppliers, Stinger’s liability for materials furnished by its third-party suppliers shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and limited to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence assignment of a breach of this such third-party supplier’s warranty, Seller shall promptly comply with Buyer's direction to: (i) repairif any, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceCustomer. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 2 contracts

Sources: Master Goods and Service Agreement, Master Goods and Service Agreement

Warranty. a. Seller 4.1 The Supplier warrants and guarantees that all Goods furnished goods, materials, plant, systems or services supplied under this contract shall conform to all specifications and requirements of this contract and Agreement shall be free from defects any defects, patent or latent, omissions and errors in materials material and workmanship. To , or design, conform to applicable specifications, requirements, performance and drawings and, to the extent Goods are not manufactured pursuant to that detailed designs when not provided to the Buyer but when provided by you the Supplier, as part of your services and specifications furnished by Buyersupply, the Goods shall will be free from design defects and specification defectsin every aspect suitable for the purposes intended by the Buyer, as to which the Supplier hereby acknowledges that it has had due notice. This Any approval by the Buyer of any designs provided by the Supplier shall not relieve the Supplier of its obligations under any provision contained in this Clause. 4.2 The Supplier’s obligations under this Clause shall extend to any defect or non-conformity arising or manifesting itself within the manufacturer’s fair and reasonable or otherwise agreed warranty shall survive inspection, test and acceptance of, and payment forperiod from delivery. 4.3 If the Supplier violates the warranty in this Clause, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, without giving up any other rights or remedies by law or in this Agreement, choose to (at its option, either (ithe Buyer's sole discretion) return for credit ask the Supplier to fix or refund, replace the faulty goods at the Supplier's own risk and cost or (ii) require prompt correction refund the price or replacement part of the defective price related to the fault to the Buyer; and within a certain time to correct such issues. If the Supplier fails to fix to remedy that breach in the given time or non-conforming Goods. Return if no such time to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods remedy has been specified, then time shall be at Seller's expense. Goods required to be corrected of the essence. 4.4 Items fixed or replaced shall be subject to follow these Terms and Conditions as those originally delivered under this article and the "Inspection" article of this contract Agreement in the same manner and to the same extent as Goods those originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformanceAgreement. If the parties later determine Supplier refuses or fails to promptly repair or replace ore re-design any item itself and the Supplier agrees to reimburse the Buyer for any costs and expenses incurred. 4.5 Occasionally, when the Supplier is providing professional services, design, project management, supervisory, ground or materials testing or specialist services that Seller did not breach this warrantyneed a more formalised warranty arrangement such as a collateral warranty and related appointment documentation for the benefit of the Buyer, and/or his successors, funders, tenants, landlords, assignees, or any client of the Buyer and/or any other relevant party that the Buyer is obliged to enter into similar arrangements with, then, the parties Supplier shall equitably adjust within 14 days of such documentation being sent to the contract priceSupplier by the Buyer or his advisors, sign and return the same to the Buyer under seal or deed by recorded delivery post, if asked to do so. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall 4.6 CIS payments will be able to accurately process date/deducted at the time data (including, but not limited to, calculating, comparing and sequencing) from, into and between of payment of the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itinvoice as per current HMRC directive. The duration of this warranty and Subcontractor to supply all the remedies available relevant details in order to Buyer verify CFIS status with HMRC (ie. name as registered for breach of this warranty shall be CIS, UT R, national insurance number or company number, as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceappropriate).

Appears in 2 contracts

Sources: Supplier’s Terms of Business, Supplier’s Terms of Business

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform Products to all specifications and requirements of this contract and shall be free from defects defect in materials design, materials, and workmanshipworkmanship and to conform strictly to the specifications, drawings or samples specified or furnished; to be new and of the most suitable grade of their respective kinds; to be suitable for the purpose intended; and to meet all of the performance requirements. To Seller warrants all services provided to be performed at a level of skill consistent with best practices within the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods related industry. The aforesaid express warranties shall be free from design in addition to any standard warranty or guarantee of Seller, shall be construed as conditions as well as warranties and specification defectsshall not be exclusive. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty All warranties shall run to Buyer and Buyer, its successors, assigns assigned customers, and customersthe users of the Products. Such warranty Seller agrees to replace or to correct promptly without expense to Buyer, including transportation and handling costs, any Products not conforming to the foregoing requirements when notified by Buyer during a period of twelve (12) months after the Product is placed in service or within twenty-four (24) months of when the Product is delivered to Buyer, whichever is earlier. If Seller, upon notice of any defect, fails promptly to correct or replace Products as required herein, Buyer may, without further notice, correct or replace such Products and Seller agrees to reimburse Buyer for all costs incurred thereby. Products that have been rejected, shall begin after not thereafter be tendered for acceptance unless the former rejection and correction is identified and approved by ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction Repaired or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced Products shall be subject to the provisions of this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally the original supplies. All warranties shall then run from the latter delivery date. Seller shall obtain from its suppliers, subcontractors, and vendors sufficient warranties to ensure that the entire Product, as delivered under this contractto Buyer, but only as to is covered by a warranty that complies with the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach terms of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformanceAgreement. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that the price(s) specified in the Agreement do not exceed the current selling price for the same or substantially similar supplies/services whether sold to the Government or to any hardwareother purchaser, software taking into account the quantity and firmware Goods delivered under this contract shall be able conditions of sale. Seller warrants that to accurately process date/time data (includingthe best of its knowledge, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuriesinformation, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject tobelief, the other warranties contained prices charged for supplies/services covered by the Agreement are not in this contract, provided that notwithstanding excess of the prices permitted by any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair applicable law or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceregulation.

Appears in 2 contracts

Sources: Terms and Conditions, Terms and Conditions

Warranty. a. the Seller represents and warrants that the proper construction of all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall be free from defects in materials and workmanshipthe work performed hereunder. To The Seller further warrants the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyermerchantability, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance ofcondition, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement workmanship of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article Rig and the "Inspection" article of this contract fitness thereof for the purpose for which it is intended, and further that the Rig complies with the specifications set out in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceQuotation. b. when new parts or components are purchased, the Seller warrants shall pass on to the Purchaser any warranties that accrue to the Seller from any hardwareoriginal manufacturer. The warranty period for all other parts and components provided by the Seller which include, software but are not limited to the items contained in the Quotation are warranted for a period of one hundred twenty (120) days from spud-in of the Rig, not to exceed six (6) months from Delivery, whichever first occurs. c. the warranty period for all refurbished and firmware Goods delivered under this contract remanufactured parts and components, if any, provided by the Seller are warranted for a period of one hundred twenty (120) days from spud-in of the Rig, not to exceed six (6) months from Delivery, whichever first occurs. d. all general warranties as to workmanship and condition of the equipment provided by the Seller, as well as warranties of merchantability and fitness shall be able to accurately process date/for a period of six (6) months from delivery of the Rig. e. provided that Seller, replaces (or makes available a replacement part or component) any defective part, component, within a commercially reasonable period of time data (including, but after Purchaser notifies Seller of a condition that does not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject towarranties set forth herein, the other warranties contained Seller will not be liable for any special, incidental, consequential or indirect damages which arise as a result of the delay in this contractthe operation of the Rig, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing contained in this Agreement. However, in the event of a breach of the warranties set forth herein, Seller will pay all reasonable and necessary shipping and transportation costs incurred incident to any warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceclaim.

Appears in 2 contracts

Sources: Purchase and Sale Agreement (Pioneer Drilling Co), Purchase and Sale Agreement (Pioneer Drilling Co)

Warranty. a. (a) Subject to the warranty period specified in Exhibit C, Seller warrants that all Goods furnished under this contract shall conform to products and services delivered (including all specifications incorporated components and requirements of this contract and raw materials that have not been directly or indirectly supplied by or through Buyer) shall be free from defects in materials workmanship, materials, and workmanship. To manufacture, shall comply with the extent Goods are not manufactured pursuant specifications of this Contract (including compliance with any drawings or the Specifications and to detailed designs and specifications any samples furnished by BuyerSeller), the Goods shall be new unless otherwise agreed, and, where design is Seller's responsibility, shall be free from defects in design. Seller further warrants all products shall be fit and suitable for the purposes reasonably understood by Seller to be intended by Buyer except where Buyer's design or specifications, or Buyer-supplied components, cause the products to be otherwise. The foregoing warranties are in addition to all other express warranties in this Agreement or in writing from Seller and specification defects. This warranty shall survive any delivery, inspection, test and acceptance of, and payment forby Buyer. (b) If any product does not meet the warranties specified herein for reason other than Buyer's design or specification or components supplied by or on behalf of Buyer, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, may at its option, either election: (i) return for credit or refundrequire Seller promptly to correct, or (ii) require prompt correction or replacement of the at no cost to Buyer, any defective or non-conforming Goods. Return to Seller of defective products by repair or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be replacement, at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or location; or (ii) furnish any materials return such defective or parts non-conforming products at Seller's expense to Seller, and installation instructions required receive from Seller the order price thereof. The foregoing remedies are in addition to successfully correct the defect all other remedies at law or nonconformancein equity or under this Agreement, for damages or otherwise, and shall not be deemed to be exclusive. If the parties later determine that Seller did not breach this warranty, the parties All warranties shall equitably adjust the contract pricerun to Buyer only. b. (c) Buyer's approval of Seller's product or design shall not relieve Seller warrants that of the above warranties, nor shall waiver by Buyer of any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between drawing or specification requirement for one or more of the twentieth and twenty-first centuries, and products constitute a waiver of such requirements for the years 1999 and 2000 and leap year calculations to the extent that other information technology, used remaining products unless so stated by Buyer in combination with the information technology being acquired, properly exchanges date/time data with itwriting. The duration provisions of this warranty and section shall not limit or affect the remedies available to rights of Buyer for breach of this warranty shall be as defined in, and subject to, under the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to section entitled "Inspection". (d) Claims by Buyer under this warranty shall include repair or replacement be made after final acceptance by Buyer and prior to the end of any non-compliant Goods discovered and made known to Seller the warranty period, as defined in Exhibit D, unless specifically agreed otherwise in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: Schlumberger/Microelectronic Packaging Agreement (Microelectronic Packaging Inc /Ca/)

Warranty. a. Seller NOVA represents and warrants that that, on the date of shipment to Cerus, all Goods furnished Products supplied under this contract Manufacturing Agreement (i) shall be new and unused; (ii) shall conform to all specifications approved Specifications; and requirements of this contract and (iii) shall be free from defects manufactured by NOVA in materials accordance and workmanship. To in compliance with all then current applicable Laws, including those relating to the extent Goods are not manufactured pursuant to detailed designs environment, devices or drugs and specifications furnished by Buyer, the Goods shall be free from design occupational health and specification defectssafety. This warranty shall survive inspection, test not apply if a Product’s non-conformity to the relevant Specifications and acceptance of, and payment for, the Goods. This warranty shall run documentation is due to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit modifications or refund, changes to Products made by Cerus or any third party after the Product are delivered by NOVA; (ii) require prompt correction the combination of such Product with other products; or (iii) the use of such Product in a manner for which it was not designed or intended. Without limiting the foregoing, NOVA represents and warrants that it shall comply with all present and future Laws relating to the manufacture, assembly and supply of the Products being provided hereunder, including, without limitation, those enforced by the FDA (including compliance with FDA QSR), and ISO 13485 standards. Cerus shall have one year from the date of shipment to bring a claim against NOVA that NOVA breached its warranty described in this Section 9, and thereafter Cerus shall be estopped from bringing any warranty claim and hereby waives any rights to bring any such claim after such one-year period. In the event that any Products do not conform as aforesaid, Cerus’ sole and exclusive remedy shall be the repair or replacement (at NOVA’s option) of such nonconforming Product within a reasonable period of time. Subject to the defective preceding sentence, all costs of repair or non-conforming Goods. Return to Seller replacement (excluding incoming freight charges) of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods nonconforming Products during the warranty period shall be borne by NOVA. Any repairs to Products made by NOVA at Seller's expense. Goods required Cerus’ cost to be corrected correct or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractrepair out-of-warranty Products [ * ] [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyMARKED BY BRACKETS, Seller shall promptly comply with Buyer's direction to: (i) repairHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceAS AMENDED. b. Seller warrants that any hardwareEXCEPT AS EXPRESSLY STATED IN THIS MANUFACTURING AGREEMENT, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingNOVA DISCLAIMS ALL WARRANTIES, but not limited toWHETHER EXPRESS OR IMPLIED, calculatingORAL OR WRITTEN, comparing and sequencing) fromWITH RESPECT TO THE PRODUCTS INCLUDING, into and between the twentieth and twentyWITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-first centuriesINFRINGEMENT. c. NOVA SHALL IN NO EVENT BE LIABLE FOR ANY LOSS OF DATA, and the years 1999 and 2000 and leap year calculations to the extent that other information technologyPROFITS OR USE OF THE PRODUCTS, used in combination with the information technology being acquiredOR FOR ANY SPECIAL, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined inINDIRECT, and subject toINCIDENTAL, the other warranties contained in this contractPUNITIVE, provided that notwithstanding any provision to the contrary in such warrantiesEXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE MANUFACTURE, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceUSE OR PERFORMANCE OF THE PRODUCTS, EVEN IF CERUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.

Appears in 1 contract

Sources: Manufacturing and Supply Agreement (Cerus Corp)

Warranty. a. Seller 9.1. Supplier represents and warrants to Signify that all Goods furnished Goods, Services and/or Work Product(s): (a) are suitable for the intended purpose and shall be new, merchantable, of good quality and free from all defects in design, materials, construction and workmanship; (b) strictly comply with the specifications, approved samples and all other requirements under this contract the Agreement; (c) are delivered with all required licenses which shall conform remain valid and in place, and with the scope to properly cover the intended use. Furthermore, all specifications such licenses shall include the right to transfer and requirements of this contract and the right to grant sublicenses; (d) shall be free from defects any and all liens and encumbrances; (e) have been designed, manufactured and delivered in materials compliance with all applicable laws (including labor laws), regulations, EC Directive 2001/95 on General Product Safety and workmanshipthe then current Supplier Sustainability Declaration which can be found at the Supplier Website; (f) are provided with and accompanied by all information and instructions necessary for proper and safe use; (g) all packaging and components supplied to Signify comply with the Regulated Substances List (RSL), which can be found at the Supplier Website or will be sent to Supplier upon its first written request. To Supplier shall furnish to Signify any information required to enable Signify to comply with such laws, rules, and regulations in its use of the extent Goods and Services; and (h) will be accompanied by written and detailed specifications of the composition and characteristics, to enable Signify to transport, store, process, use and dispose of such Goods and/or Work Product safely and in compliance with law. 9.2. The warranties stated in Clause 9.1 are not manufactured pursuant exhaustive and shall not be deemed to detailed designs exclude any warranties set by law, Supplier’s standard warranties or other rights or warranties which Signify may be entitled to. These warranties shall survive any delivery, inspection, acceptance, payment or resale of the Goods, and specifications furnished by Buyershall extend to Signify and its customers. 9.3. Without prejudice to any other rights accruing under the Agreement or law, the warranties set forth in Clause 9.1 will subsist for a period of thirty-six (36) months from the date of delivery as per Clause 4.2, or such other period as agreed in the Agreement (the “Warranty Term”). Goods repaired or replaced within the Warranty Term are warranted for the remainder of the original Warranty Term of said Goods, or twelve (12) months following the delivery date of such repaired or replaced Goods, whichever is longer. 9.4. Supplier agrees that, upon request of Signify, it shall be free from design register and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after use BOMcheck (▇▇▇▇▇'s final acceptance. Buyer may://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) to make substance compliance declarations including ROHS, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return REACH and other applicable regulatory requirements by making declarations in BOMcheck to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly fully comply with Buyer's direction to: (i) repairthe Signify RSL, rework unless otherwise agreed with Signify. Supplier will also adhere to future RSL changes following notification from BOMcheck or replace the Goods, or (ii) furnish any materials or parts other non- registered correspondence and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software is and firmware Goods delivered under this contract shall will be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination fully compliant with the information technology being acquiredupdated Signify RSL within 1 month of receiving the notification, properly exchanges date/time data unless otherwise agreed with itSignify. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided Signify may reject deliveries that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract do not comply with respect to defects other than year-2000 performancethese requirements.

Appears in 1 contract

Sources: General Conditions of Purchase

Warranty. a. Seller warrants that (a) Hazelcast warrants, to Customer only, commencing as of the date of delivery of the Software and continuing for a period of thirty (30) days thereafter (the “Warranty Period”), the Software will perform in all Goods furnished under this contract shall conform to all specifications material respects in accordance with the Documentation. In the event Customer notifies Hazelcast during the Warranty Period of a breach of the foregoing warranty, Hazelcast’s sole obligation, and requirements of this contract and Customer’s exclusive remedy shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant for Hazelcast to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, correct any failures of the Software to perform in all material respects in accordance with the Documentation or (ii) require prompt if Hazelcast is unable to provide such a correction or replacement within thirty (30) days of receipt of notice of the defective or applicable non-conforming Goodsconformity, promptly refund to Customer any pre-paid, unused fees paid by Customer to Hazelcast for the applicable Subscription. Return The warranty set forth in this Section 6.1(a) does not apply if the applicable Software or any portion thereof: (1) has been altered, except by or on behalf Hazelcast; (2) has not been used, installed, operated, repaired, or maintained in accordance with this Agreement and/or the Documentation; (3) has been subjected to Seller of defective abnormal physical or non- conforming Goods and redelivery to Buyer of corrected electrical stress, misuse, negligence, or replaced Goods shall be at Seller's expense. Goods required to be corrected accident; or replaced shall be subject to this article and the "Inspection" article of this contract (4) is used on equipment, products, or systems not meeting specifications identified by Hazelcast in the same manner Documentation. Additionally, the warranties set forth herein only apply when notice of a warranty claim is provided to Hazelcast within the applicable warranty period specified herein and do not apply to any bug, defect or error caused by or attributable to software or hardware not supplied by Hazelcast. (b) Hazelcast warrants that during the same extent as Goods originally delivered under this contractSubscription Term it will perform the Support Services and Related Services in a professional, but only as to workmanlike manner, consistent with generally accepted industry practice, and in substantial accordance with the corrected or replaced part or parts thereofSupport Services Policy. Even if In the parties disagree about the existence event of a breach of this the foregoing warranty, Seller shall promptly comply with Buyer's direction to: (i) repairHazelcast’s sole obligation, rework or replace the Goodsand Customer’s exclusive remedy, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able for Hazelcast to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between re-perform the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceapplicable Support Services.

Appears in 1 contract

Sources: Enterprise License and Support Services Subscription Agreement

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and 1. The warranty period shall be free one year from delivery. This period shall not apply to claims for damages by the Buyer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty by the Seller or his vi- carious agents, which shall each be time-barred in accordance with the statutory provisions. 2. The delivered items are to be carefully inspected im- mediately after delivery to the Buyer or to the third party designated by him. They shall be deemed to have been ap- proved by the Buyer with regard to obvious defects or other defects which would have been recognisable in materials and workmanshipthe course of an immediate, careful inspection if the Seller does not receive a written notice of defect within 48 hours of delivery. To the extent Goods are not manufactured pursuant With regard to detailed designs and specifications furnished by Buyerother defects, the Goods delivery items shall be free from design and specification defectsdeemed to have been approved by the Buyer if the notice of defect is not received by the Seller within 48 hours of the time at which the defect became apparent; however, if the defect was already apparent at an earlier time during normal use, this earlier time shall be decisive for the start of the period for giving notice of defect. This warranty At the request of the Seller, a rejected delivery item shall survive inspection, test and acceptance of, and payment forbe returned to the Seller carriage paid. In the event of a justified complaint, the Goods. This warranty Seller shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement reimburse the costs of the defective or non-conforming Goodsmost favourable shipping route; this shall not apply insofar as the costs increase because the delivery item is located at a place other than the place of intended use. 3. Return to Seller In the event of defective or non- conforming Goods and redelivery to Buyer material defects of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in delivered items, the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repairfirst be obliged and entitled to rectify the de- fect or to make a replacement delivery at his discretion within a reasonable period of time. In the event of failure, rework i.e. impos- sibility, unreasonableness, refusal or replace unreasonable delay of the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement delivery, the Buyer may withdraw from the agreement or reduce the purchase price appropriate- ly. 4. If a defect is due to the Seller’s fault, the Buyer may claim damages under the conditions set out in X. 5. In the event of defects in components from other man- ufacturers which the Seller cannot remedy for licensing or factual reasons, the Seller shall, at his option, assert his war- ranty claims against the manufacturers and suppliers for the account of the Buyer or assign them to the Buyer. Warranty claims against the Seller shall only exist in the event of such defects under the other conditions and in accordance with these Terms and Conditions of Sale and Delivery if the ju- dicial enforcement of the aforementioned claims against the manufacturer and supplier has been unsuccessful or is futile, for example due to insolvency. For the duration of the legal dispute, the statute of limitations of the relevant warranty claims of the Buyer against the Seller shall be suspended. 6. The warranty shall not apply if the Buyer modifies the delivery item or has it modified by a third party without the Seller’s consent and this makes it impossible or unreasonably difficult to remedy the defect. In any case, the Client shall bear the additional costs of remedying the defect resulting from the change. 7. Any delivery of used items agreed with the Buyer in in- dividual cases shall be made to the exclusion of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancefor material defects.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all the Products will operate or perform substantially in conformance with Seller's published specifications and requirements of this contract and shall be free from defects in materials material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. To If a period of time is not specified in Seller’s product documentation, published specifications or package inserts, the warranty period shall be one (1) year from the date of shipment to Buyer for equipment and ninety (90) days for all other products (the "Warranty Period"). Seller agrees during the Warranty Period, to repair or replace, at Seller's option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller’s Terms and Conditions of Sale. Consumables are expressly excluded from this warranty. If Seller elects to repair defective medical device instruments, Seller may, in its sole discretion, provide a replacement loaner instrument to Buyer as necessary for use while the instruments are being repaired. Notwithstanding the foregoing, Products supplied by Seller that are obtained by Seller from an original manufacturer or third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the original manufacturer or third party supplier, to the extent Goods are not manufactured pursuant such assignment is allowed by such original manufacturer or third party supplier. In no event shall Seller have any obligation to detailed designs make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and specifications furnished tear, (ii) accident, disaster or event of force majeure, (iii) misuse, fault or negligence of or by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (iiv) return for credit or refund, or (ii) require prompt correction or replacement use of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract Products in the same a manner and for which they were not designed, (v) causes external to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingProducts such as, but not limited to, calculatingpower failure or electrical power surges, comparing (vi) improper storage and sequencinghandling of the Products or (vii) from, into and between use of the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used Products in combination with equipment or software not supplied by Seller. If Seller determines that Products for which ▇▇▇▇▇ has requested warranty services are not covered by the information technology being acquiredwarranty hereunder, properly exchanges date/Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller's then prevailing time data with itand materials rates. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include If Seller provides repair services or replacement of any non-compliant Goods discovered parts that are not covered by this warranty, Buyer shall pay Seller therefor at Seller's then prevailing time and made known to Seller in writingmaterials rates. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER WITHOUT SELLER'S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. THE OBLIGATIONS CREATED BY THIS WARRANTY TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS PROVIDED HEREIN, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR- FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. a. (a) Seller warrants that all the goods delivered pursuant to this Purchase Order, unless specifically stated otherwise in this Purchase Order, shall (i) be new and of satisfactory quality (within the meaning of the Sale of Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall Act 1979 as amended); (ii) be free from defects in materials workmanship, materials, and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects(iii) be in accordance with all the requirements of this Purchase Order Seller further warrants that the performance of work and services shall conform with the requirements of this Purchase Order and to high professional standards. This warranty These warranties shall survive inspection, test test, final acceptance and payment of goods and services. (b) Seller agrees that acceptance ofof goods and services, including technical information, CAD data, drawings or documentation shall not be conclusive of the absence of latent defect and shall be without prejudice to the rights of the Buyer, under these terms and conditions or at law. (c) Seller warrants that the goods delivered pursuant to this Purchase Order shall (i) be and only contain materials obtained directly from the Original Component Manufacturer (OCM) or the Original Equipment Manufacturer (OEM), (collectively, the Original Manufacturer (OM)) or an authorised OM reseller or distributor; (ii) not be or contain Counterfeit Items or suspect Counterfeit Items, as described below; and (iii) contain only authentic, unaltered OM labels and other markings. Seller shall obtain and retain all documentation required to fully trace the distribution and sale of the goods delivered hereunder back to the relevant OM, and, on request of Buyer, shall provide such authenticating documentation on demand. Counterfeit Items include, but are not limited to, goods or separately-identifiable items or components of goods that: (i) are an illegal or unauthorised copy or substitute of an OM item; (ii) are not traceable to an OM sufficient to ensure authenticity in OM design and manufacture; (iii) do not contain proper external or internal materials or components required by the OM or are not constructed in accordance with OM design; (iv) have been re-worked, re-marked, re-labelled, repaired, refurbished, or otherwise modified from OM design but not disclosed as such or are represented as OM authentic or new; (v) have not passed successfully all OM required testing, verification, screening, and payment forquality control processes; or (vi) an item with altered or disguised documentation, package labelling, or item marking intended to mislead a person into believing a non OM item is genuine, or that an item is of better or different performance when it is not. Seller further warrants that it has and shall have an internal Counterfeit Item control process for goods delivered hereunder in accordance with the Goodsstandards or instructions set forth in any Buyer’s specifications, including but not limited to Raytheon Quality Notes, or other provisions incorporated into this Purchase Order. This warranty Buyer shall run have the right to audit, inspect, and / or approve the processes at any time before or after delivery of the goods ordered hereunder. Buyer and shall have the right to require changes to the processes to conform with Buyer’s defined standards, if any. Failure of the Seller to conform its successors, assigns and customers. Such warranty shall begin after processes with ▇▇▇▇▇'s final acceptance’s defined standards may result in the termination of this Purchase Order in accordance with the termination provisions set forth herein. Buyer maySeller shall include the substance of this Section 13(c) in any agreement between Seller and its Subcontractors. (d) Seller warrants that any hardware, at its option, either software and firmware goods delivered under this Purchase Order: (i) return for credit shall not contain any viruses, malicious code, Trojan horse, worm, time bomb, self-help code, back door, or refundother software code or routine designed to: (a) damage, destroy or alter any software or hardware; (b) reveal, damage, destroy, or alter any data; (c) disable any computer program automatically; or (d) permit unauthorised access to any software or hardware; (ii) shall not contain any third party software (including software that may be considered free software or open source software) that (a) may require any software to be published, accessed or otherwise made available without the consent of Buyer, or (iib) may require distribution, copying or modification of any software free of charge; (iii) shall not infringe any patent, copyright, trademark, or other proprietary right of any third party or misappropriate any proprietary information of any third party. (e) This warranty entitlement shall inure to the benefit of both Buyer and ▇▇▇▇▇’s customers. As used in this Purchase Order, Buyer’s customer(s) shall include its direct and indirect customers such as direct sale end-users, Subcontractors, prime contractors and the ultimate user under relevant prime contract(s). (f) Seller shall be liable for and save Buyer harmless from any loss, damage, or expense whatsoever that Buyer may suffer from breach of any of these warranties. Remedies shall be at Buyer’s election, including, but not limited to, the prompt repair, replacement or reimbursement of the purchase price of nonconforming goods and, in the case of services either the prompt correction or replacement of the defective services at no cost or non-conforming Goodsreimbursement of the amounts paid for such services. Return to Seller of defective or non- conforming Goods nonconforming goods and redelivery to Buyer of corrected repaired or replaced Goods goods shall be at Seller's ’s expense. Goods or services required to be corrected corrected, repaired or replaced shall be subject to this article Section and the "Inspection" article Inspection Section of this contract Purchase Order in the same manner and to the same extent as Goods goods or services originally delivered under this contractPurchase Order, but only as to the corrected repaired or replaced part goods or parts thereof or the corrected service thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's ’s direction to: to (i) repair, rework or replace the Goodsgoods, or (ii) furnish any materials material or parts and installation instructions required to successfully correct the defect or nonconformance. If nonconformance or (iii) successfully correct the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract pricedefective or nonconforming service. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: Purchase Order Agreement

Warranty. a. 4.1 Seller hereby warrants that all Goods Products and/or Services furnished under this contract shall conform to all specifications and requirements of this contract and hereunder shall be free from defects in materials material, workmanship and workmanship. To the extent Goods are not manufactured pursuant to detailed designs design, of merchantable quality and specifications furnished by fit for Buyer, the Goods 's purposes and that they shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after conform with ▇▇▇▇▇'s final acceptanceinstructions, specifications, drawings and data. Buyer maySeller hereby further warrants that the Products and/or Services furnished hereunder shall conform to all representations, at its optionaffirmations, either (i) return for credit promises, descriptions, samples or refund, or (ii) require prompt correction or replacement models forming the basis of this Contract. Seller agrees that these warranties shall survive acceptance of the defective Products and/or Services. Seller further warrants that all services performed for or non-conforming Goods. Return to Seller on behalf of defective or non- conforming Goods Buyer will be performed in a competent, workmanlike manner and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expensefree from faults and defects. Goods required to be corrected or replaced Said warranties shall be subject in addition to this article any warranties of additional scope given by Seller to Buyer. None of said warranties and the "Inspection" article of this contract in the same manner no other implied or express warranties shall be deemed disclaimed or excluded unless evidenced by a purchase order change notice or revision issued and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part signed by Buyer's authorized representative. 4.2 All Products purchased hereunder (or parts thereof) are to be completely interchangeable with like items (or parts thereof) purchased from Seller previously by Buyer or Buyer's customer. Even if To this end, all designs, processes or procedures used by Seller in supplying like items (or parts thereof) previously are to be used by Seller in supplying the parties disagree about Products (or parts thereof) purchased herein. Any deviation to any of Seller's design, processes or procedures requires Buyer's prior written approval. Seller shall be liable for all of Buyer's costs associated with the existence discovery and retrofit of a breach non-interchangeable items or parts thereof resulting from Seller's failure to comply with the requirements of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceArticle. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: General Terms and Conditions of Purchase

Warranty. a. Seller (a) ZiLOG warrants to Distributor that, for one (1) year from the date of shipment from Distributor to its customer or one (1) year from the date of drop shipment by ZiLOG to Distributor's customer, that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and shall be Products are free from defects in materials material and workmanship, and conform to the published Customer Product Specifications (CPS) or Product Specifications applicable to the particular Product at the time of production. To Notwithstanding the extent Goods are foregoing, however, ZiLOG makes no warranty for any software which it may deliver to Distributor, nor does it make any warranty on any part or product not manufactured pursuant or produced by ZiLOG, and any such software or non-manufactured parts are provided strictly in an "AS-IS" condition, without any representation or warranty whatsoever, unless such documentation accompanying such software and/or non-manufactured parts provided otherwise. The express warranties for Products provided in this subparagraph (a), subject to detailed designs and specifications furnished by Buyerall limitations set forth elsewhere in this Agreement, including, without limitation, the Goods limitations set forth in this Section 8 and in Section 19(b) shall inure to the benefit of Distributor's customers; provided, however, that Distributor shall facilitate any warranty claims which may be free from design made by customers hereunder. (b) Except as otherwise stated herein, ZiLOG will either repair, replace or issue a credit for the purchase price of any defective Products, provided: (1) ZiLOG is notified promptly on discovery of the asserted defect or manifestation thereof, but not later than a period of time equal to ZiLOG's warranty period applicable to the allegedly defective Products, as specified in subparagraph (a), above; and specification defects. This (2) ZiLOG verifies the asserted defect. (c) No warranty shall survive inspectionapply to experimental, test and acceptance ofdevelopmental, and payment forpre-production, sample, "fallout" (i.e., out of specification, with notice) or promotional Products. The warranty for Non-Standard Products will be that, if any, expressly set forth in ZiLOG's sales order acknowledgement of Distributor's purchase order for the Goods. This warranty shall run to Buyer and its successorsNon-Standard Product. (d) Products which are allegedly defective, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maymust, at its optionin all cases, either be returned by Distributor in accordance with the provisions of Section 10. (e) The warranties stated herein will be ineffective: (i) return for credit where the Products which Distributor alleges are defective have been repaired or refundaltered by anyone other than the personnel or authorized representatives of ZiLOG, unless such repair or alteration was effected pursuant to the prior written approval of ZiLOG, or (ii) require prompt correction where testing and examination by ZiLOG reveals the alleged defect to have been caused by misuse, neglect, improper installation or replacement any other cause beyond the range of intended use of the defective Products, or nonby accident, fire or other hazard. (f) Distributor or Distributor's customer retains sole responsibility for all software, information or memory data stored on or integrated with any of the Non-conforming Goods. Return Standard Product returned to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered ZiLOG under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware(g) ZiLOG MAKES NO OTHER WARRANTIES AND DISTRIBUTOR ACCEPTS THE FOREGOING IN LIEU OF ANY AND ALL OTHER WARRANTIES WHETHER EXPRESS, software and firmware Goods delivered under this contract shall be able to accurately process date/time data IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED OR STATUTORY WARRANTY OF NONINFRINGEMENT. ZiLOG's WARRANTIES WILL NOT BE ENLARGED BY ANY REPRESENTATIONS, DESCRIPTION, ADVICE, SAMPLES, MODELS OR OTHERWISE. (includingh) SUBJECT TO THE TERMS OF SECTION 19(C), but not limited toDISTRIBUTOR, calculatingON BEHALF OF ITSELF AND ITS SUCCESSORS AND ASSIGNS, comparing and sequencing) fromACKNOWLEDGES AND AGREES THAT THE SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECTIVE PRODUCT SHALL BE THE REPAIR, into and between the twentieth and twenty-first centuriesREPLACEMENT OR CREDIT OF THE PURCHASE PRICE ASSOCIATED WITH SUCH DEFECTIVE PRODUCT, and the years 1999 and 2000 and leap year calculations to the extent that other information technologyAND DISTRIBUTOR HEREBY WAIVES ANY AND ALL CLAIMS, used in combination with the information technology being acquiredLIABILITIES, properly exchanges date/time data with itDAMAGES AND CAUSES OF ACTION, WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE, AGAINST ZiLOG ON ACCOUNT OF ANY SUCH DEFECTIVE PRODUCT. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined inDISTRIBUTOR ACKNOWLEDGES AND AGREES THAT THE REMEDIES PROVIDED HEREIN ARE EXCLUSIVE, and subject toAND THAT DISTRIBUTOR SHALL HAVE NO OTHER REMEDIES, the other warranties contained in this contractWHETHER AT LAW OR IN EQUITY. DISTRIBUTOR SHALL INCLUDE IN ITS STANDARD TERMS AND CONDITIONS A CLAUSE OR CLAUSES WHICH SEEK TO LIMIT CUSTOMER'S REMEDIES TO REPAIR, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceREPLACEMENT OR CREDIT OF THE PURCHASE PRICE ASSOCIATED WITH SUCH DEFECTIVE PRODUCT.

Appears in 1 contract

Sources: Distributor Agreement (Zilog Inc)

Warranty. a. In addition to the warranties provided for in the Order, Seller represents and warrants that all to Buyer as follows: (a) the Goods strictly conform with the specifications, drawings, instructions, advertisements, statements on containers and labels, descriptions and samples furnished under this contract shall conform to all specifications and requirements of this contract and shall be or specified by Buyer, its customer or Seller; (b) the Goods are free from defects in workmanship and material and shall be new and of the highest quality and the Goods are merchantable; (c) the Goods and materials comprising the Goods are genuine in all respects; (d) Seller acknowledges that it knows of Buyer’s intended use of the Goods and workmanship. To that Buyer is relying on the Seller’s skill and judgment to provide Goods that will be safe, fit and provide proper functionality for Buyer's intended use; (e) the Goods do not, and are not claimed to violate any patent, trademark, copyright or other intellectual property right and may be properly imported into the United States or any other country; (f) to the extent Goods are not manufactured pursuant to detailed designs that the products being ordered and specifications furnished by Buyershipped bearing trademarks, the use of such trademarks has been properly authorized by the trademark owner, and such trademarks are valid and genuine; (g) Seller has good and marketable title to the Goods and all components therein, free of all security interests, liens and encumbrances; and Buyer shall receive title to the Goods which is free and clear of any liens, security interests or encumbrances; (h) that Seller will cure, by repair, replacement or otherwise as necessary (but will only replace Goods upon receipt of Buyer's advance order to do so), any breach of warranty occurring during the warranty period (whether due to defects in the Goods or due to or arising out of any statement in this Warranty Section being untrue or misleading at any time during such warranty period); and (i) the warranty period shall be free from design and specification defectsthat provided by applicable law, except that if Buyer offers a longer warranty to its customers (or end users of vehicles), such longer period shall apply. This warranty Such warranties shall survive inspection, test test, delivery, acceptance, use and acceptance ofpayment by Buyer and shall inure to the benefit of Buyer’s successors, assigns, customers and other users of Buyer's products. If Buyer permits any repaired or replacement goods, all warranties on repaired or replaced goods shall run from the delivery of the goods or services after the date of repair or replacement. Notwithstanding any other provision, and payment forwithout waiving any of Buyer’s remedies, in the Goods. This warranty shall run to Buyer and its successorsevent of defective goods or services, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at in its optiondiscretion, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework immediately repair or replace the Goods, defect and hold Seller responsible for all attendant costs or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract pricedamages. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: General Terms and Conditions

Warranty. a. At closing, Seller warrants that all Goods furnished under this contract shall conform to all specifications provide Buyer with a Limited Home Warranty Agreement substantially in the form attached hereto as Exhibit A. Seller expressly disclaims and requirements of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance ofexcludes, and payment forBuyer expressly waives, all other warranties either express or implied. Seller’s liability, whether in tort or in contract, under any warranty, in negligence or otherwise, is limited to the Goodsremedy provided in the Limited Home Warranty Agreement. This warranty Under no circumstances will Seller be liable for any special, direct, indirect or consequential damages, including without limitation, any damages based on a claimed diminution in the value of the Premises, except in the case of Seller’s fraud or intentional misconduct. As to items not of Seller’s manufacture, such as any air conditioning equipment, furnace, water heater, refrigerator, range, dishwasher and all other appliances, equipment or consumer products as defined by the Federal Trade Commission, Seller shall run assign and pass along to Buyer and its successorsthe manufacturer’s warranty, assigns and customersif any, without recourse. Such Seller makes no warranty shall begin after as to such items. Notwithstanding any of the foregoing to the contrary, in the event that ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit ▇ obtains a VA guaranteed or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warrantyFHA insured loan, Seller shall promptly comply provide the standard VA or FHA “Warranty of Completion of Construction in Substantial Conformity with Approved Plans and Specifications” to Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained set forth in this contract, provided Agreement are solely for the benefit of the Buyer named herein and do not extend to any subsequent purchaser of the Premises. The Buyer acknowledges that notwithstanding the Buyer has not been influenced to enter into this transaction by nor has he or she relied upon any provision to the contrary in such warranties, representations or statements not otherwise expressly stated or incorporated herein or previously made in writing by the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceSeller.

Appears in 1 contract

Sources: Purchase and Sale Agreement

Warranty. a. Seller Supplier warrants that all Goods (a) it is free to enter into this PO and has no obligations or requirements under any other agreement contrary to any of the terms and conditions contained herein; (b) hardware will be new and unused on delivery; (c) for a period of 15 months (or longer period as offered by Supplier) after date of receipt by NCR: (i) Products furnished under this contract shall conform to hereunder will be in full conformity with all specifications and requirements of this contract other applicable documentation; (ii) hardware will be merchantable, and shall will be free from defects in materials material, workmanship and workmanship. To the extent Goods are not manufactured design; (d) software will contain no viruses or harmful code on delivery; and (e) Supplier will employ industry-standard technical practices, skills, care and judgment in its performance of any services pursuant to detailed designs and specifications furnished this PO. These warranties will be in addition to any standard warranties provided by BuyerSupplier for the Products, the Goods shall be free from design and specification defects. This warranty shall will survive inspection, test and acceptance oftest, acceptance, and payment forpayment, and will inure to the Goods. This warranty shall run to Buyer and benefit of NCR, its successors, assigns assigns, and customerscustomers (including but not limited to resellers and end users). Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer NCR may, at its option, either (i) return for credit full refund or refundcredit, or (ii) require prompt correction correction, replacement or replacement re-performance of the defective or non-conforming Goodsnonconforming Products, which right will be in addition to such other rights as NCR may have in law or equity. Return to Seller Supplier of any defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall nonconforming hardware will be made at SellerSupplier's expense. Goods required to be corrected Corrected or replaced shall Products will be subject to this article and the "Inspection" article of this contract in the same manner and warranty to the same extent as Goods Products originally delivered under this contractPO. For Products purchased for resale, but only as Supplier acknowledges that NCR may make similar warranties to its resellers or end users in reliance upon the corrected warranties in this PO. Supplier will defend, indemnify, and hold NCR harmless from and against any demand or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: claim made by any third party (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited to, calculating, comparing to NCR's resellers and sequencingend users) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations directly or indirectly alleging a Product's failure to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancePO.

Appears in 1 contract

Sources: Purchase Order Agreement

Warranty. a. Seller warrants to its direct purchaser that all Goods furnished under this contract shall conform to all the Products will operate or perform substantially in conformance with Seller’s published specifications and requirements of this contract and shall be free from defects in materials material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. To If a period of time is not specified in Seller’s product documentation, published specifications or package inserts, the extent Goods warranty period shall be one (1) year from the date of shipment to Buyer (the “Warranty Period”). If Seller determines, in its reasonable discretion, after an inspection of an allegedly defective Product (if such an inspection is requested by Seller), that a Product is defective, then Seller agrees during the Warranty Period, to repair or replace, at Seller’s option, defective Products so as to cause the same to operate in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer. Replacement parts may be new or refurbished, at the election of Seller. All replaced parts shall become the property of Seller. Shipment to Buyer of repaired or replacement Products shall be made in accordance with the Delivery provisions of the Seller’s Terms and Conditions of Sale. No repair or replacement will extend the original warranty period. Consumables are not manufactured pursuant expressly excluded from this warranty. In no event shall Seller have any obligation to detailed designs make repairs, replacements or corrections required, in whole or in part, as the result of (i) normal wear and specifications furnished tear, (ii) accident, disaster or event of force majeure, (iii) abuse, neglect, misuse, fault or negligence of or by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (iiv) return for credit or refund, or (ii) require prompt correction or replacement use of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract Products in the same a manner and for which they were not designed, (v) causes external to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (includingProducts such as, but not limited to, calculatingpower failure or electrical power surges, comparing (vi) improper storage and sequencinghandling of the Products, (vii) from, into and between use of the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used Products in combination with equipment or software not supplied by Seller, (viii) ordinary maintenance, (ix) alterations, repairs or installations that have not been performed by Seller or its authorized representative or (x) failure to maintain Products in accordance with Seller’s written instructions. If Seller determines that Products for which ▇▇▇▇▇ has requested warranty services are not covered by the information technology being acquiredwarranty hereunder, properly exchanges date/Buyer shall pay or reimburse Seller for all costs of investigating and responding to such request at Seller’s then prevailing time data with itand materials rates. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include If Seller provides repair services or replacement parts that are not covered by this warranty, Buyer shall pay Seller therefore at Seller’s then prevailing time and materials rates. ANY INSTALLATION, MAINTENANCE, REPAIR, SERVICE, RELOCATION OR ALTERATION TO OR OF, OR OTHER TAMPERING WITH, THE PRODUCTS PERFORMED BY ANY PERSON OR ENTITY OTHER THAN SELLER OR ITS AUTHORIZED REPRESENTATIVE WITHOUT SELLER’S PRIOR WRITTEN APPROVAL, OR ANY USE OF REPLACEMENT PARTS NOT SUPPLIED BY SELLER, SHALL IMMEDIATELY VOID AND CANCEL ALL WARRANTIES WITH RESPECT TO THE AFFECTED PRODUCTS. THE OBLIGATIONS CREATED BY THIS WARRANTY STATEMENT TO REPAIR OR REPLACE A DEFECTIVE PRODUCT SHALL BE THE SOLE REMEDY OF BUYER IN THE EVENT OF A DEFECTIVE PRODUCT. EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCTS, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. SELLER DOES NOT WARRANT THAT THE PRODUCTS ARE ERROR-FREE OR WILL ACCOMPLISH ANY PARTICULAR RESULT. No dealer or distributor of Seller’s Products is authorized to bind Seller to any non-compliant Goods discovered and made known to Seller in writing. Nothing in this representation or warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceas set forth above.

Appears in 1 contract

Sources: Terms & Conditions of Sale

Warranty. a. Seller warrants to Buyer, Buyer’s customer and their respective customers, successors and assigns that the Supplies shall: (i) be new and conform in all Goods furnished under this contract shall conform respects to the Purchase Order and to all specifications specifications, drawings, samples and requirements of this contract and shall other descriptions furnished by Buyer or otherwise obtained by Seller; (ii) be free from all defects in design, workmanship and/or materials and be of highest quality and workmanship. To the extent Goods are not manufactured pursuant to detailed designs ; (iii) be selected, designed, manufactured, assembled and specifications furnished packaged by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after Seller based upon ▇▇▇▇▇'s final acceptancestated use and be fit and sufficient for the purposes intended by Buyer; (iv) conform to all applicable laws in countries where the Supplies (or Buyer’s products into which the Supplies are incorporated) are to be sold; (v) for all Supplies which consist of services, Seller further warrants that its work shall be performed in a professional and workmanlike manner, consistent with all standards and specifications agreed to with Buyer and otherwise consistent with the highest industry standards. All warranties of Seller extend to future performance of the Supplies and are not modified, waived or discharged by delivery, inspection, tests, acceptance and/or payment. Buyer's approval of any design, drawing, material, process or specifications shall not relieve Seller of these warranties. The warranties in this Section 7 are intended to and shall provide Buyer maywith protection from any and all warranty claims brought against Buyer by ▇▇▇▇▇’s customer and their respective customers, successors and assigns, relating in any manner to the Supplies. The warranty period shall run to the latest of the following: (i) four (4) years from the date Buyer accepts the Supplies; (ii) the warranty period provided by applicable law; (iii) the warranty period offered by Buyer to Buyer’s customer; or (iv) the warranty period Buyer’s customer offers to end-users of the products or for the products into which the Supplies are incorporated. If any of the Supplies are found to be defective or otherwise not in conformity with the warranties in this Section during the warranty period, then, Buyer, in addition to any other rights, remedies and choices it may have by law, contract or at equity, and in addition to seeking recovery of any and all damages and costs emanating therefrom, at its optionoption and sole discretion and at Seller’s expense, either may: (ia) return for credit require Seller to inspect, remove, reinstall, ship and repair or refundreplace/re-perform nonconforming Supplies with Supplies that conform to all requirements of the Purchase Order, or (iib) require prompt correction or replacement take such actions as may be required to cure all defects and/or bring the Supplies into conformity with all requirements of the defective Purchase Order, in which event all related costs and expenses (including, but without limitation, material, labor and handling costs) and other reasonable charges shall be for Seller’s account. At Buyer's request, Seller shall fully participate in any root cause investigation or analyses conducted by ▇▇▇▇▇ and/or ▇▇▇▇▇’s customer relating in any manner to the failure of the Supplies and provide all information requested by Buyer concerning the Supplies. In the event that the root cause analysis of a warranty failure is inconclusive but implicates the Supplies, the extent of Seller's liability shall be based upon a good faith allocation by Buyer of the responsibility for the warranty failure. In the event that Buyer or Buyer’s customer voluntarily or pursuant to a government mandate, makes an offer to end-users to provide remedial action to address a defect or non-conforming Goodscondition of the Supplies or any of Buyer’s products incorporating the Supplies, in connection with a recall campaign, service action or other corrective action (“Remedial Action”), the warranty shall continue for such time period as may be dictated by Buyer’s customer or the government unit. Return If the Supplies or products sold by Buyer which incorporate the Supplies are subject to a Remedial Action, the extent of Seller's liability shall be based upon a good faith allocation by Buyer of responsibility for the Remedial Action. ▇▇▇▇▇ shall notify Seller as soon as practicable after ▇▇▇▇▇ learns in writing that a Remedial Action being considered implicates the Supplies, and thereafter provide Seller with the data provided to it by ▇▇▇▇▇’s customer relating to the potential Remedial Action. In the event Buyer’s customer sets-off the cost of defective a Remedial Action against sums due to Buyer and Buyer and/or Buyer’s customer determines, in good faith, that the Remedial Action was caused by the failure of the Supplies to conform to the quality standards and/or warranties in the Purchase Order, in whole or non- conforming Goods and redelivery in part, Buyer may set-off the costs to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required the Remedial Action against sums due to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and Seller prior to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereofallocation of responsibility set forth above. Even if the parties disagree about the existence of a breach of this warrantyIf requested by ▇▇▇▇▇, Seller shall promptly enter into a separate agreement for the administration or processing of warranty charge-backs for the non-conforming Supplies, and shall fully participate in and comply with warranty reduction or related programs of Buyer or Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine ’s customer that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations relate to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceSupplies.

Appears in 1 contract

Sources: North American Terms and Conditions of Purchase

Warranty. a. Seller Dectris represents and warrants that all Goods furnished under this contract the Products shall conform perform as de- scribed in the Product Documentation. The warranty granted to all specifications and requirements of this contract and the Purchaser by Dectris is limited to 12 calendar months (the "Warranty Period") un- less the Offer explicitly provides for a longer Warranty Period. The Warranty Period shall be free calculated from defects in materials and workmanshipthe date of delivery of the Products. To The Purchaser shall have the extent Goods are not manufactured pursuant obliga- tion to detailed designs and specifications furnished by Buyer, inspect the Goods shall be free from design and specification defectsProducts upon their delivery. This warranty inspection shall survive inspection, test and acceptance of, and payment for, occur in a manner which allows the Goods. This warranty shall run Purchaser to Buyer and its successors, assigns and customers. Such warranty shall begin after identify apparent defects (offensich- tliche ▇▇▇▇▇'s final acceptance▇) of the Products. Buyer mayFol- lowing the inspection, at its option, either the Purchaser shall promptly notify Dectris of any apparent defects found. Such inspec- tion and notification shall occur within a reasonable time from delivery of the Products and in any case within 30 days from delivery. Dectris shall have no obligation to correct any apparent defects that have not been notified to Dectris within the aforementioned pe- riod. Should (i) return for credit or refund, an apparent defect (pro- vided that such apparent defect has been properly notified to Dectris) or (ii) require prompt a hidden defect (versteckter ▇▇▇▇▇▇) arise within the warranty period, then the Purchaser shall have the right to request that Dectris corrects such de- fects. Such correction may be ef- fected, at Dectris’ sole discretion, by repairing the relevant Products or by delivering replacement Products. Should Dectris choose to repair the Products, the Purchaser shall organ- ize the transportation of the defective or non-conforming GoodsProducts to Dectris in accordance with clause 14 (Duties of the Purchaser in Con- nection with returning Products to Dectris ) of these Terms and Condi- tions. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods Any reasonable costs incurred in connection with such transportation shall be at Seller's expenseborne by Dectris. Goods required The Purchaser shall under no cir- cumstances have a right to be corrected reduce the price of the Products or replaced to cancel this Agreement as a result of such defects. The warranty set out in this clause 11 as well as the liability according clause 13 shall be subject excluded if a defect is due to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repaira usage of the Products outside of or contrary to the proper usage described in the Product Do- cumentation (in particular, rework a direct ex- posure of the Products to the x-▇▇▇ ▇▇▇▇, the usage of a power source other than the one delivered with the Products or replace the Goodsusage outside of the operating conditions set out in the Product Documentation), or (ii) furnish any materials unautho- rized modification of the Products or parts and installation instructions required to successfully correct (iii) unauthorized maintenance of the defect or nonconformanceProducts. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceAny further warranty is excluded. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: General Terms and Conditions

Warranty. a. Seller 12.1 Solectron warrants that all Goods furnished under this contract shall (i) the Product will conform to all the specifications applicable to such Product at the time of its manufacture, which are furnished in writing by Tellium and requirements accepted by Solectron for a period of this contract (***) from the date of shipment of the Product; (ii) such Product will be of good material (supplied by Solectron) and shall be workmanship and free from defects for which Solectron is responsible in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, manufacture for a period of (***) from the Goods shall date of shipment of the Product; (iii) such Product will be free from design and specification defectsclear of all liens and encumbrances and that Solectron will convey good and marketable title to such Product. This warranty In the event that any Product manufactured shall survive inspectionnot be in conformity with the foregoing warranties, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may(***) shall, at its option(***), either (i***) return for credit or refundany such (***) (not to (***) the (***) by (***) for such (***), or, at (***) or (ii***) require prompt correction or replacement of the defective or non-conforming Goodssuch (***). Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: The foregoing (i***) repair, rework or replace the Goods, or for (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price***). b. Seller warrants that any hardware, software and firmware Goods delivered 12.2 Solectron shall have no responsibility or obligation to Tellium under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract claims with respect to defects other than year-2000 performanceProducts that have been subjected to abuse, misuse, accident, alteration, neglect or unauthorized repair. 12.3 Solectron shall have no responsibility or obligation to Tellium under warranty claims with respect to material supplied by Tellium (Tellium Furnished Material, TFM) that does not meet specifications, is damaged prior to receipt by Solectron, or in any way renders the Product manufactured by Solectron unacceptable to Tellium. [LOGO]SOLECTRON 12.4 Solectron shall have no responsibility or obligation to Tellium under warranty claims with respect to material which Tellium directs Solectron to procure which has been custom designed by Tellium, or for Tellium by a Third Party, that does not meet specifications or design requirements or in any way renders the Product manufactured by Solectron unacceptable to Tellium. THE (***) IN THIS SECTION ARE (***), AND (***) AND (***) AND (***) OR (***) OR (***) IN THE (***) OR (***), INCLUDING (***) THE (***) OF (***) AND (***) FOR A (***)

Appears in 1 contract

Sources: Contract Manufacturing Agreement (Tellium Inc)

Warranty. a. Seller Supplier warrants that all Goods that: (a) it is free to enter into this PO and has no obligations or requirements under any other agreement contrary to any of the terms and conditions contained herein; (b) hardware will be new and unused on delivery; (c) for a period of 15 months (or longer period as offered by Supplier) after date of receipt by NCR Atleos (i) Products furnished under this contract shall conform to hereunder will be in full conformity with all specifications and requirements of this contract other applicable documentation, and shall (ii) hardware will be merchantable and free from defects in materials material, workmanship and workmanship. To the extent Goods are not manufactured design; (d) software will contain no viruses or harmful code on delivery; and (e) Supplier will employ industry- standard technical practices, skills, care and judgment in its performance of any services pursuant to detailed designs and specifications furnished this PO. These warranties will be in addition to any standard warranties provided by BuyerSupplier for the Products, the Goods shall be free from design and specification defects. This warranty shall will survive inspection, test and acceptance oftest, acceptance, and payment forpayment, and will inure to the Goods. This warranty shall run to Buyer and benefit of NCR Atleos, its successors, assigns assigns, and customerscustomers (including but not limited to resellers and end users). Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer NCR Atleos may, at its option, either (i) return for credit full refund or refundcredit, or (ii) require prompt correction correction, replacement or replacement of the re-performance of, any defective or non-conforming Goodsnonconforming Products, in addition to any other rights as NCR Atleos may have in law or equity. Return to Seller Supplier of any defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall nonconforming hardware will be made at SellerSupplier's expense. Goods required to be corrected Corrected or replaced shall Products will be subject to this article and the "Inspection" article of this contract in the same manner and warranty to the same extent as Goods Products originally delivered under this contractPO. For Products purchased for resale, but only as Supplier acknowledges that NCR Atleos may make similar warranties to its resellers or end users in reliance upon the corrected warranties in this PO. Supplier will defend, indemnify, and hold NCR Atleos harmless from and against any demand or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: claim made by any third party (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited to, calculating, comparing to NCR Atleos's resellers and sequencingend users) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations directly or indirectly alleging a Product's failure to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancePO.

Appears in 1 contract

Sources: Purchase Order Agreement

Warranty. a. 8.1 Seller warrants that all Goods furnished under this contract the Products supplied hereunder shall conform to all their respective published specifications and requirements of this contract and shall be free from defects in materials design, material and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either workmanship (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article WARRANTY") for a period of this contract in two (2) years from the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereofdate of shipment ("WARRANTY PERIOD"). Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract the Services provided hereunder shall be able performed in accordance with industry standards. EXCEPT AS PROVIDED IN THIS SECTION 8.1, SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED. ALL WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY EXPRESSLY DISCLAIMED. THIS WARRANTY CONTAINS SELLER'S SOLE AND EXCLUSIVE WARRANTY AND IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, WHETHER BASED IN STATUTORY OR COMMON LAW OR ARISING BY CUSTOM OR TRADE USAGE. 8.2 The Warranty shall not apply to accurately process date/time data (includingProducts which have been subjected to misuse, but not limited toabuse, calculatingneglect, comparing improper installation or any unauthorized modification or repair by any party other than Seller, its employees, agents, contractors and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itrepresentatives. The duration of this warranty and the remedies available to Buyer for breach of this warranty Warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract not apply with respect to defects resulting from (a) Seller's compliance with Purchaser's specifications or (b) products or components obtained from third party suppliers ("OTHER SUPPLIERS"). The Warranty shall not apply to products and components obtained from Other Suppliers. The sole and exclusive warranty for products and components obtained by Seller from Other Suppliers shall be limited to the Other Suppliers' express written warranty; provided, however, that Seller shall provide Purchaser with the full details in writing of the warranty protection offered by the suppliers of all major components used in the manufacturing of the Products, as requested by Purchaser. In the event that any such warranty protection is deemed inadequate by Purchaser, in Purchaser's reasonable discretion, Seller shall, in good faith, consider any reasonable request of Purchaser to re-source such related components and materials. Seller's sole responsibility to Purchaser for Other Suppliers' products and components shall be limited to the assignment of such warranties to Purchaser, to the extent assignable. 8.3 If, during the Warranty Period, Purchaser delivers to Seller written notice of a valid claim of Warranty with respect to a Product provided by Seller to Purchaser hereunder, Seller shall take one of the following actions (as determined by Seller in its sole discretion): repair or replace such Product free of charge, freight pre-paid (in which case such Product shall be covered by the Warranty for the balance of the original Warranty Period or ninety (90) days from the date of repair or replacement, whichever is longer) within fifteen (15) days of Seller's receipt of the claim of Warranty from Purchaser. The foregoing is contingent upon Purchaser returning the Product at issue F.O.B. to a location specified by Seller. If Seller determines the return of a Product to the factory to be uneconomical, Seller will dispatch a service technician to the site to determine if the Product is defective and repair the Product, as practicable and appropriate. THE OBLIGATIONS OF SELLER SET FORTH IN THIS SECTION 8.3 SHALL BE SELLER'S SOLE OBLIGATION AND THE EXCLUSIVE REMEDY OF PURCHASER OR ANY PERSON PURCHASING PRODUCTS OR SERVICES FROM PURCHASER FOR ANY BREACH OF WARRANTY AND FOR ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE OPERATION, QUALITY, CONDITION, PERFORMANCE OR DESIGN OF ANY PRODUCT SOLD HEREUNDER OR SERVICE PROVIDED HEREUNDER AND SELLER SHALL HAVE NO OTHER LIABILITY OR OBLIGATION TO PURCHASER OR ANY PERSON PURCHASING PRODUCT AND SERVICES FROM PURCHASER WHATSOEVER WITH RESPECT TO ANY BREACH OF WARRANTY OR THE OPERATION, QUALITY, CONDITION, PERFORMANCE OR DESIGN OF ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE THEORY UPON WHICH LIABILITY MAY BE PREMISED. 8.4 As used herein, the term "Common Failure" shall be deemed to have occurred in the event that failure reports (whether internal or installed in the field) or statistical samplings from the field show that at least five percent (5%) or more of the same base Product assembly and/or its derivatives delivered over the course of a rolling ninety (90)-day period contains an identical, repetitive defect with the same root cause due to a breach of Seller's warranty as set forth in Section 8.1 above. In the event that either party learns of the existence or likely existence of a Common Failure, such party will inform the other than year-2000 performance.party as soon as possible. The parties shall then work together to jointly devise a containment action plan. As soon thereafter as reasonably possible, the parties will develop a corrective action plan to remedy the Common

Appears in 1 contract

Sources: Asset Purchase and Sale Agreement (Marconi Corp PLC)

Warranty. a. Seller hereby warrants to Buyer that all Goods furnished under this contract shall conform to all specifications (i) Seller's workmanship and requirements of this contract and materials shall be free from defects in materials material defects, (ii) that systems designed, supplied, and workmanship. To installed by Seller will perform the extent Goods are not functions intended by this Agreement and the Specifications, and (iii) that the components of the Equipment manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall LeTour▇▇▇▇ ▇▇▇▇▇ be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after material defects in LeTour▇▇▇▇'▇ ▇▇▇▇▇'s final acceptanceanship and material and shall perform in accordance with the Kit Construction Agreement and the specifications attached thereto as Annex C in normal use and service. The warranty set forth in the preceding sentence (hereinafter referred to as the "Warranty") shall commence on the date of delivery of the Platform to Buyer mayand expire twelve (12) months thereafter (provided, at its optionhowever, either that if any of the equipment of the Platform, including without limitation any cranes or winches, is put into service prior to said delivery, the twelve (12) months warranty period shall begin with the commencement of such service or operation insofar as such equipment is concerned) and shall be subject to the following provisions: (a) The Warranty shall not apply to any part of the Platform which (i) return for credit has been misused or refundstructurally repaired or altered by anyone other than Seller or its duly authorized representative, or (ii) require prompt correction has been damaged because of it use, or replacement the use of any other materials or equipment, after Buyer (or any other person or firm operating the Platform or its equipment) has knowledge of such defect. Except for the components of the defective Equipment manufactured by LeTour▇▇▇▇ ▇▇ ▇▇pressly set forth and as limited herein, equipment or non-conforming Goods. Return other components of the Platform sold to Buyer pursuant to this Agreement but not manufactured by Seller are not warranted to any extent, but Seller shall assign (to the extent same are assignable by Seller) to Buyer, without recourse, any warranties furnished to Seller by the vendors of defective such equipment or non- conforming Goods other components. Buyer shall seek performance or damages under such warranties only from such parties and redelivery not from Seller. Seller shall use reasonable efforts to secure the best available warranties available from such vendors and shall cooperate with Buyer in any resulting dispute Buyer may have with such vendors. (b) The extent of corrected or replaced Goods Seller's liability for any breach of the Warranty shall be limited to (i) repairing or replacing (whichever of the two Seller, in its sole discretion, shall elect) any material defects in Seller's workmanship or materials, or causing the components of the Equipment manufactured by LeTour▇▇▇▇ ▇▇ ▇▇rform in accordance with the Kit Construction Agreement and the specifications thereto by repairing or replacing (whichever of the two Seller, in its sole discretion, shall elect) any material defects in LeTour▇▇▇▇'▇ ▇▇▇▇▇anship or materials, as the case may be, at Seller's expense. Goods required Yard or at any other shipyard of Seller or its affiliates (hereinafter referred to as an "AMFELS Yard"), with the Platform to be corrected or replaced shall be subject brought to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with an AMFELS Yard at Buyer's direction to: (i) repair, rework or replace the Goodssole risk and expense, or (iiii)reimbursing Buyer for the cost of such repair or replacement in accordance with the provisions of subparagraph (c) furnish any materials hereinbelow. (c) Buyer, at its discretion, may elect to cause the necessary repairs or parts and installation instructions required replacements to successfully correct be made at a non-AMFELS Yard. In such event, Seller's sole obligation shall be to reimburse Buyer for the defect cost of such repairs or nonconformancereplacements, provided, however, that in no event shall the sum to be paid to Buyer by Seller exceed the cost that Seller would have borne, based on Seller's normal rates, if the repairs or replacements had been made at the Seller's Yard. If Buyer elects to proceed under the parties later determine that provisions of this subparagraph (c), Buyer shall, as soon as possible after such election (but in any event prior to the commencement of such repairs or replacements), notify Seller did not breach this warrantyof the time, place, and estimated cost of such repairs and replacements. Seller shall have the right to verify, at its sole cost and expense, by its own representative, the parties nature and extent of the defects complained of prior to the time that the repairs or replacements are made, and if in fact no breach of the Warranty made by Seller herein has occurred, Buyer shall equitably adjust pay to Seller a per diem fee equal to Sellers then current labor rate schedule and the contract pricereasonable expenses incurred by such representative. b. Seller warrants (d) The REMEDIES provided in subparagraphs (b)and (c) hereinabove are EXCLUSIVE. Buyer further agrees that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available no event will Seller's liability to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained Warranty set forth in this contract, provided that notwithstanding any provision subparagraph (a) with respect to the contrary in components of the Equipment manufactured by LeTour▇▇▇▇ ▇▇▇▇▇d such warrantiesamount as Seller may actually recover from LeTour▇▇▇▇ ▇▇▇ ▇he same breach of warranty under the Kit Construction Agreement. Such Warranty shall not include transportation, towage, insurance, or other incidental expenses. In no event shall the remedies available obligation of Seller to Buyer under this warranty shall include repair or replacement replace (or to reimburse Buyer pursuant to subparagraph (c) hereinabove for the cost of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall repairing or replacing defective workmanship or materials be construed to limit require Seller to repair or replace more than the actual workmanship or material that is found to be defective. The Platform as a whole or any rights other part thereof shall not be construed to be workmanship or remedies material for the purposes of the preceding sentence and this Agreement. (e) The Warranty shall not be effective unless Seller receives from Buyer may otherwise have under a written claim therefor (i) within thirty (30) days after the date of discovery of such defect and (ii) prior to the expiration of the prescribed Warranty period. (f) Any work performed or materials furnished by Seller pursuant to the Warranty shall be warranted for the remaining term of the original Warranty, and nothing in subparagraph (b) or (c) shall extend the Warranty period beyond the Warranty period specified in this contract Section 11. (g) THE WARRANTY AS DEFINED HEREINABOVE IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, STATUTORY OR AT COMMON LAW, AND ALL OTHER LIABILITIES (AT COMMON LAW OR IN CONTRACT, TORT, OR OTHERWISE, RELATING IN ANY WAY TO THE PLATFORM OR COMPONENTS THEREOF OR SERVICES TO BE PROVIDED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE). WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER EXPRESSLY DISCLAIMS AND NEGATES (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES (iv) ANY IMPLIED OR EXPRESS WARRANTY OF DILIGENCE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF WORKMANLIKE SERVICE, (vi) ANY IMPLIED OR EXPRESS WARRANTY OF SEAWORTHINESS, AND (vii) ALL OTHER LIABILITY, AT COMMON LAW OR IN CONTRACT OR TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY (WHETHER FOUNDED IN SECTION 402(A) OF THE RESTATEMENT OF TORTS OR OTHERWISE) AND NEGLIGENCE, WHETHER OCCASIONED BY ACTS OR OMISSIONS OF SOLE OR CONCURRENT NEGLIGENCE OF SELLER, ITS AFFILIATES AND/OR OTHERS. SELLER DISCLAIMS LIABILITY FOR, AND IN NO EVENT WHATEVER SHALL BE LIABLE FOR, ANY LOSS OF PROFITS OF BUYER OR OTHERS OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. (h) Seller's liability with respect to defects the Buyer Furnished Equipment shall extend only to installation thereof in accordance with the certified equipment drawings furnished by Buyer in those instances where such Equipment is actually installed by Seller. In all other instances (including, without limitation, those instances in which Buyer does not furnish certified equipment drawings to Seller), the sole risk and responsibility for the proper installation of the Buyer Furnished Equipment shall, as between Seller and Buyer, be borne by Buyer. In all instances the sole risk and responsibility for the operability of the Buyer Furnished Equipment shall, as between Seller and Buyer, be borne by Buyer. (i) No employee or representative of Seller is authorized to change the Warranty in any way or to grant any other warranty. (j) Buyer understands and agrees that any modification to the design of the Package or modification to the Equipment made by the Buyer are the responsibility of Buyer and not the responsibility of Seller for any purpose whatsoever, including claims for damages or other liability asserted by Buyer, its customers or any third party. In the event such modifications require regulatory approval, Buyer shall be responsible for obtaining such approval unless Seller accepts the responsibility by executing a change order to perform the work as additional work under this Agreement. (k) Buyer understands and agrees that the information contained in the Package and relating to the Equipment do not guarantee a fixed or variable weight of the Platform or designate the use of equipment other than year-2000 performancethe Equipment. The fixed and variable weight of the Platform and the selection of equipment other than the Equipment are decisions of the Buyer, including outfitting and fabrication decisions. The weight information provided by Seller is for information only and reflects historical information or estimated and approximate data. Seller is unable to predict actual weights for the Platform to be constructed by Seller. Seller does not warrant or represent that Seller's sale or construction of a Platform will meet the historical or approximate data supplied to Buyer. (l) Buyer acknowledges that certain information to be provided by LeTour▇▇▇▇ ▇▇▇▇▇e to a LeTour▇▇▇▇ ▇▇▇-▇ Class Platform rather than to a Super 116 Platform. (See Annex C to the Kit Construction Agreement). Since the Platform is to be built as a Cypre Platform pursuant to Article 5, LeTour▇▇▇▇ ▇▇▇▇▇ supply supplemental information relating to Super 116 designs to Seller which shall be deemed to be part of the Package for all purposes of this Agreement, including the provisions of the Confidentiality Agreement referred to in Section 29 hereinbelow. During the term of this Agreement, LeTour▇▇▇▇ ▇▇▇ ▇rovide other supplemental information to Seller relating to a Super 116 which shall, at such time, become part of the Package for purposes of this Agreement.

Appears in 1 contract

Sources: Platform Construction Agreement (Chiles Magellan LLC)

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all specifications it will convey good title and requirements of this contract and that the products shall be delivered free and clears of all liens and encumbrances. THERE ARE NO REPRESENTATIONS, GUARANTEES OR WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING WITHOUT LIMITATION, OF MERCHANTABILITY, FITNESS, SUITABILITY OF THE PRODUCT FOR ANY PARTICULAR PURPOSE, OR OTHERWISE, NOTWITHSTANDING ANY COURSE OF PERFORMANCE, USAGE OF TRADE OR LACK THEREOF. Samples Seller and / or its agents shall collect three (3) samples of product from defects in materials Seller’s or Seller’s representative’s marine vessel, barge, truck, or shore tank (hereinafter “retain samples”). Buyer shall have the right to have a representative present at the time of sampling. Seller or its representative shall sign, seal and workmanshiplabel the retain samples. To Seller shall provide one retain sample to the extent Goods receiving vessel and store the remaining two samples. Buyer acknowledges that only Seller’s retain samples as provided herein shall be used to determine the quality of the product delivered. Seller’s representatives are not manufactured pursuant authorized to detailed designs witness, receive, or accept any samples or any documentation collected or generated by Buyer and specifications furnished / or the receiving vessel. Claims and Limitation of Actions Quantity Claims Complaints as to quantity must be made to Seller’s representative at time of delivery and confirmed in writing within thirty (30) calendar days from the date of delivery. If no written complaint is received by BuyerSeller within thirty (30) calendar days after delivery, the Goods it shall be free from design and specification defectsdeemed waived. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement Determination of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods quantity shall be at Seller's expensemade in accordance with Article 6. Goods required to Any claims based on measurements taken by the receiving vessel will not be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceaccepted. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: General Terms and Conditions

Warranty. a. Seller ORPHAN warrants the PRODUCT against any defects as of the time shipped to DISTRIBUTOR, and further guarantees that all Goods furnished under this contract shall conform to all specifications and requirements as of this contract and shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyersuch shipment, the Goods shall be free from design and specification defects. This warranty shall survive inspectionPRODUCT (a) is not adulterated or misbranded within the meaning of the Federal Food, test and acceptance ofDrug, and payment forCosmetic Act, (b) is not an article which may not, under the Goods. This warranty shall run to Buyer and its successorsprovisions of section 404, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund505, or 512 of the act, be introduced into interstate commerce, (iic) require prompt correction has been manufactured in substantial accordance with applicable GMPs, and (d) will have remaining shelf life of not less than six (6) months. If any PRODUCT is found to be defective in material or manufacture during the above-mentioned warranty period, ORPHAN'S only obligation, and DISTRIBUTOR'S exclusive remedy, is replacement of PRODUCT by ORPHAN within a reasonable time after written notification to ORPHAN thereof, except the defective or non-conforming Goods. Return foregoing limitation on DISTRIBUTOR'S remedies shall not apply to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered ORPHAN'S indemnification obligations under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract Article 9 with respect to defects other than year-2000 performanceany third party claims concerning the PRODUCTS. In addition, ORPHAN represents to DISTRIBUTOR that (a) nothing in this Agreement is intended to shift liability from ORPHAN to DISTRIBUTOR for the manufacture or sale of defective PRODUCTS by ORPHAN, and (b) applicable law does not require a Material Safety Data Sheet ("MSDS") to be disseminated in connection with the sale of PRODUCTS, and if applicable law does so require, ORPHAN shall provide to DISTRIBUTOR prior to any shipment of PRODUCTS hereunder a complete and accurate copy of the MSDS applicable to the PRODUCTS so that DISTRIBUTOR can provide a copy of the same to its customers. DISTRIBUTOR shall take all necessary and customary measures to ensure security and storage under appropriate conditions as described in 4.1.b. of the PRODUCT while PRODUCT is in its possession or under its control and during shipment from DISTRIBUTOR FOB destination.

Appears in 1 contract

Sources: Distribution Agreement (Orphan Medical Inc)

Warranty. a. Seller Micron CMS warrants for a period of fifteen (15) months (except for disc drives which will be warranted for a period not to exceed the manufacturers warranty) from the date of the shipment of the Product(s) that all Goods furnished under this contract shall (i) the Product(s) will conform to all specifications the Specifications in Exhibit B applicable to such Product(s) at the time of its manufacture, which are furnished in writing by Customer; and requirements (ii) such Product(s) will be of this contract and shall be free from defects in materials good material and workmanship. To In the extent Goods are event that any Product(s) manufactured is not manufactured pursuant to detailed designs and specifications furnished by Buyerin conformity with the foregoing warranties, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayMicron CMS shall, at its Micron CMS's option, either (i) return credit Customer against an existing invoice or provide a cash refund for credit or refundany such non-conformity the purchase price paid by Customer for such Product(s), or (ii) require prompt correction at Micron CMS's expense, replace, repair or replacement of the defective or correct such non-conforming Goods. Return to Seller of defective Product(s): provided that, if such Product(s) is not repaired, replaced or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: within twenty (i20) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement days after Micron CMS is notified of any nonconformity, Micron CMS shall credit Customer the purchase price paid by Customer for such non-compliant Goods discovered and made known to Seller in writingconforming Product(s). Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceTHE FOREGOING CONSTITUTES CUSTOMER'S SOLE REMEDIES AGAINST MICRON CMS FOR BREACH OF WARRANTY CLAIMS. EXCEPT AS PROVIDED IN THIS AGREEMENT, MICRON CMS MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCT(S), EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES RESPECTING NONINFRIGNEMENT, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING, OR TRADE USAGE.

Appears in 1 contract

Sources: Recapitalization Agreement (McMS Inc)

Warranty. a. Seller Ingredion warrants that all Goods furnished under it has the right to convey good title to the Product(s), free of any lien or encumbrance. Ingredion further warrants, as of the date of shipment to Buyer, that the Product(s) shall comply with the mutually agreed upon specifications for the Product(s). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INGREDION MAKES NO OTHER WARRANTIES REGARDING THE PRODUCT(S), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event that any product does not meet any of the foregoing warranties, the Buyer's exclusive and sole remedy (other than a possible claim for indemnification) shall be limited to replacement, at Ingredion's expense, Notwithstanding any other provision of this contract shall conform Agreement, the liability of Ingredion to all specifications and requirements Buyer arising out of this contract and or the Product, whether under warranty, contract, tort (including negligent or willful acts), strict liability or otherwise shall not in any case exceed the original invoiced cost of the Product(s) with respect to that portion of the Product(s) found to be defective. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES BY VIRTUE OF THIS AGREEMENT. All claims, including but not limited to claims for alleged shortage or claims that the Product(s) do not meet the warranty specified above, shall be free from defects deemed waived unless made in materials writing and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished received by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin Ingredion within thirty (30) days after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement ▇ learns of the defective alleged defect or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract should, in the same manner exercise of good manufacturing standards and to inspection procedures, have learned of the same extent as Goods originally delivered under this contractalleged defect, but only as in no event later than one (1) year after the date of shipment of the Products to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: Standard Terms and Conditions of Sale

Warranty. a. Seller Supplier expressly warrants that all Goods furnished (i) goods delivered under this contract shall conform Agreement to all specifications and requirements of this contract and shall be free from defects in materials material and workmanship. To workmanship and to be of the extent Goods are not manufactured pursuant to detailed designs quality, size and specifications furnished by Buyer, the Goods shall be free from design dimensions ordered and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction work performed under this Agreement to be in conformity with all plans, specifications and other data incorporated as part of this Agreement or a specific Purchase Order Form. Notwithstanding any limitation of warranty, Supplier further represents and warrants that the supply, quality and fitness for the purpose of the goods or services will not be impaired, disrupted or interrupted in whole or in part by the occurrence of any leap year. These express warranties shall not be waived by reason of acceptance or payment by the Customer. This Agreement incorporates by reference all terms of the Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania (the "UCC") providing any protection to Customer for goods, including but not limited to all warranty protection (express or implied) and all of Customer's remedies under the UCC. All goods and work shall also be subject to any stricter warranties specified in this Agreement, a specific Purchase Order Form, or in other materials incorporated by reference. Supplier agrees to perform the services with care, skill and diligence, and in accordance with applicable standards currently recognized by Supplier's profession or industry and Supplier shall be responsible for the quality, technical accuracy and completeness of all reports, information, specifications, deliverables, services and any other items provided to Customer. Supplier further agrees to be responsible for the professional quality, training, and supervision of all Supplier's personnel who provide services. Supplier shall provide qualified personnel who shall use skill, prudence, and good judgment in the performance of the services consistent with the interests of Customer. Supplier shall have control over all means, methods, techniques, sequences and safety procedures and for coordinating all portions of the services. Supplier represents and warrants and covenants that: (1) all deliverables and/or services shall be delivered or performed free of any security interests, claims, liens or any other encumbrances whatsoever; (2) there are no rights outstanding which would diminish, encumber or impair the enjoyment or exercise of the rights granted to Customer under this agreement; and (3) Supplier has right, title and/or interest necessary to license the deliverables to Customer. The foregoing representations, warranties and covenants are, and shall be deemed to be, continuing. Supplier shall, at no expense to Customer, correct any deliverables or re-perform any services that fail to fulfill any representations, warranties and/or covenants expressed in this section, which failure may arise within a reasonable time (not to exceed thirty (30) days) of the performance of services. Supplier’s liability with respect to any deliverable under a breach of warranty or other theory will be limited exclusively to repair or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractdeliverable, but only as to the corrected or replaced part or parts thereof. Even or, if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement is inadequate as a remedy or, in Supplier’s opinion, impractical, to refund of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancethe fees paid for such deliverable hereunder.

Appears in 1 contract

Sources: Donor Engagement System Scope of Work Contract

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all the Products will operate or perform substantially in conformance with Seller's published specifications and requirements of this contract and shall be free from defects in materials material and workmanship, when subjected to normal, proper and intended usage by properly trained personnel, for the period of time set forth in the product documentation, published specifications or package inserts. To If a period of time is not specified in Seller’s product documentation, published specifications or package inserts, the extent Goods are not manufactured pursuant warranty period shall be one (1) year from the date of shipment to detailed designs Buyer for equipment and specifications furnished ninety (90) days for all other products (the "Warranty Period"). During the Warranty Period, Seller agrees in its sole discretion, to repair or replace Products and/or provide additional parts or services as reasonably necessary to cause the Products to perform in substantial conformance with said published specifications; provided that Buyer shall (a) promptly notify Seller in writing upon the discovery of any defect, which notice shall include the product model and serial number (if applicable) and details of the warranty claim; and (b) after Seller’s review, Seller will provide Buyer with service data and/or a Return Material Authorization (“RMA”), which may include biohazard decontamination procedures and other product-specific handling instructions, then, if applicable, Buyer may return the defective Products to Seller with all costs prepaid by Buyer, . Seller further reserves the Goods shall right in its sole discretion to extend any Warranty Period if at the time that the Warranty Period would otherwise expire there are ongoing concerns regarding a Product’s conformance to the warranty stated herein. Replacement parts may be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maynew or refurbished, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement the election of Seller. All replaced parts shall become the defective or non-conforming Goodsproperty of Seller. Return to Seller of defective or non- conforming Goods and redelivery Shipment to Buyer of corrected repaired or replaced Goods replacement Products shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract made in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination accordance with the information technology being acquired, properly exchanges date/time data with it. The duration Delivery provisions of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.Seller’s

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranty. a. Seller DS warrants for ninety (90) days from the initial delivery of each Licensed Program that all Goods furnished under this contract shall such Licensed Program will materially conform to its Documentation when used in the specified operating environment. If the Licensed Program does not conform, and Customer has so notified DS within this warranty period, DS will attempt to make it conform as warranted. If DS has not corrected the non-conformity within ninety (90) days from the date of such notification, Customer may terminate the license to the non- conforming Licensed Program within thirty (30) days and receive a full refund of all specifications and requirements of this contract and shall be free from defects in materials and workmanship. To fees paid for the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defectsnon-conforming Licensed Program. This warranty shall survive inspectionrefund represents DS’s sole liability and Customer’s sole remedy for breach of warranty. 6.2 Disclaimers. THE FOREGOING WARRANTIES ARE IN LIEU OF AND EXCLUDE ALL OTHER WARRANTIES, test and acceptance ofREPRESENTATIONS OR CONDITIONS FOR DS OFFERINGS, and payment forWHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON INFRINGEMENT. DS disclaims all liability for any use or application of any DS Offering or the Goodsresults or decisions made or obtained by users of the DS Offering. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either DS does not warrant that (i) return the functions of any DS Offering will meet Customer's requirements or will enable it to attain the objectives Customer has set for credit itself, (ii) the DS Offering will operate in the combination or refundenvironment selected for use by Customer, or (iiiii) require prompt correction or replacement the operation of the defective DS Offering will be uninterrupted or non-conforming Goodsfree of errors. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods In all instances, Customer shall be at Sellersolely responsible for ensuring that the results produced by DS Offering comply with quality and safety requirements of Customer’s products or services. No employee or agent of DS is authorized to give a greater or different warranty. Customer shall have exclusive responsibility for (a) selection of the DS Offering to achieve Customer's expenseintended results, (b) installation of the Licensed Program, (c) taking adequate measures to properly test, operate and use each DS Offering, and (d) results obtained therefrom. Goods required to be corrected DS exercises no control over, and assumes no responsibility or replaced shall be subject to this article liability for any Customer content or third party content, including databases, 2D and 3D models, provided or published via the "Inspection" article of this contract in the same manner and DS Offerings. The disclaimers above apply to the same maximum extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereofpermitted by applicable law. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price7. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.

Appears in 1 contract

Sources: Customer License and Online Services Agreement

Warranty. a. Seller Written statements by or on behalf of the seller relating to the quality, treatment in the broadest sense or general properties of the goods, only bind the seller if they are made in writing and are unmistakeably intended to constitute a warranty. b. Without prejudice to other provisions of these General Conditions, seller warrants that all Goods furnished under this contract shall conform to all specifications and requirements its goods are free of this contract and shall be free from defects in materials and workmanshipworkmanship during a period of 1 year after delivery of the goods to the buyer. To Notwithstanding the extent Goods are not manufactured pursuant foregoing, any claim with respect to detailed designs and specifications furnished by Buyerthis warranty must be asserted in writing to seller within 30 days from the date of discovery, or the Goods warranty shall be free from design and specification defects. This void. c. If the buyer on good grounds appeals to any warranty shall survive inspectionprovision under paragraph (b), test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer mayseller, at its optionoption and without prejudice to the provisions of this article, shall either (i) return for credit proceed to replace the goods or refundremedy the faulty performance. The original warranty period then will only be extended by the period in which the buyer, or (ii) require prompt correction as a result of the remedy or replacement of the defective faulty performance, has not had the faulty goods or nonperformance at its disposal. d. The abovementioned warranty obligation will lapse if: • buyer makes a change or changes to the delivered goods; • buyer has used the delivery for another purpose than the designated use; • buyer does not fulfil its obligations vis-conforming Goodsa-vis seller; • buyer is otherwise to blame for the defect in the delivered goods. e. Any labour, disassembly, shipment and transport costs will be for the account and risk of the buyer. Return Goods or parts of goods, to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected be repaired or replaced Goods by seller, shall be at Seller's expensesent carriage paid to seller by the buyer with prior written permission from seller. Goods required that have been returned and are found not to be corrected or replaced shall faulty, will be subject to this article and the "Inspection" article of this contract in the same manner and returned to the same extent as Goods originally delivered under this contract, but only as buyer for the account of the buyer and seller’s costs for investigating the complaint shall also be charged to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract pricebuyer. b. Seller warrants f. The fact that the buyer claims warranty does not provide the buyer with any hardware, software right of setoff. General terms and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration conditions of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.sale stichd NA Inc. - version May 2024

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Warranty. a. Seller 9.1 [INSPECT] Promptly after the receipt of the Products, the Distributor may inspect the quantity and quality of the Products in Territory at the Distributor's cost. If, upon receipt of the Products after proper and thorough inspection, any of the Products is found not to be in compliance with the quantity and quality standards, the Distributor shall notify in writing the Principal of the shortage or defect of the Products in detail within one (1) month from the discharging date of the Products and the Principal shall repair or replace the Products not meeting the quantity and quality standards. 9.2 [WARRANTY PERIOD] The Principal warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and the Products shall be free from defects in materials material and workmanshipworkmanship for a period of fifteen (15) months from the date of manufacture of the Products shipped. To Any of the extent Goods are Products defective in workmanship shall be repaired or replaced with good Products free of charge at the Principal's choice, and defective Product(s) shall be returned to the Principal `Freight Collect' while repaired Product(s) or replacement Product(s) shall be sent to the Distributor `Freight Collect.' Namely, all expenses related to sending back and shipping shall be borne by the parties on a 50-50 basis. Specifically, the transportation cost from Japan to Korea shall be borne by the Distributor, while the transportation cost from Korea to Japan shall be borne by the Principal. 9.3 [EXCLUSION OF WARRANTY] a. This warranty does not manufactured pursuant extend to detailed designs any of the said Products which have been: (1) subjected to misuse, neglect, accident or abuse, (2) improperly repaired, or altered or modified in any way unless such modification is approved in writing by the Principal, and specifications (3) used in violation of instructions furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract pricePrincipal. b. Seller warrants that THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES AND/OR GUARANTEES NOT SPECIFIED IN THIS AGREEMENT ARE EXCLUDED FROM THIS TRANSACTION AND SHALL NOT APPLY FOR THE PRODUCTS. 9.4 [CLAIM NOTICE] Claims by the Distributor in regard to any hardware, software and firmware Goods delivered under this contract defect in the Products shall be able to accurately process date/time data in writing and be dispatched by the Distributor with full particulars within thirty (including, but not limited to, calculating, comparing and sequencing30) from, into and between days after the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration receipt of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceProducts.

Appears in 1 contract

Sources: Distributor Agreement (Cintel Corp)

Warranty. a. Seller Boule warrants that that: (a) the Product shall be free and clear of any and all Goods furnished under this contract shall conform to all specifications and requirements of this contract liens, encumbrances, or defects in title and shall be conveyed to Heska with lawful and marketable title (save as said in paragraph (b) below); (b) to the best of its knowledge, neither the Products nor their manufacture, use, importation or sale infringe upon the proprietary rights held by a third party. In the event of an allegation of infringement of any third party intellectual property rights is made, or in Boule's and Heska's opinions is likely to be made, in respect of the Product Boule may at its own expense (i) obtain for Heska and its customers the right to continue to import, sell and use the Product, (ii) modify the Product so as to avoid infringement in a way reasonably acceptable to Heska or (iii) if conditions (i) and (ii) cannot be complied with on terms which in Boule's opinion are reasonable, terminate this Agreement without any liability towards Heska, unless such liability could be covered under the agreement between Boule and [***]. If the Agreement is terminated Boule undertakes during a period of twelve months following such termination before appointing any new distributor in the Territory to offer Heska the right of first refusal to such distribution rights; and (c) the Product conforms to the specifications as set forth in Appendix B and are free from defects in materials material and workmanshipworkmanship during a fifteen(15) month warranty period under normal use from the date of delivery as per Section 3.4 ("Warranty Period") for the Analyzers and 12 month expiration dating for reagents. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This The warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer maycovers, at Boule's exclusive choice, its option, either (i) return for credit replacement or refund, or (ii) require prompt correction or replacement repair of the defective or non-conforming Goods. Return to Seller of or defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformanceProduct. If requested by Boule, Heska shall return to Boule at Heska's cost and expense the parties later determine that Seller did not breach this warranty, non-conforming or defective Product. In order to avail itself of its rights hereunder Heska shall have given Boule notice in writing of the parties shall equitably adjust non-conforming or defective Product within the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with itWarranty Period. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be Save as defined in, and subject to, the other warranties contained stipulated in this contract, provided that notwithstanding any provision to the contrary paragraph (c) Boule shall not be liable in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement respect of any non-compliant Goods discovered conforming or defective Product. (d) Boule holds the exclusive rights to ABC System reagents in the Territory from [***] and made known to Seller in writing. Nothing in this warranty shall be construed to limit any that the marketing, sale and distribution of such reagents do not and will not infringe the intellectual property rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceof a third party.

Appears in 1 contract

Sources: Supply and Distribution Agreement (Heska Corp)

Warranty. a. Seller Supplier warrants that all Goods (a) it is free to enter into this PO and has no obligations or requirements under any other agreement contrary to any of the terms and conditions contained herein; (b) hardware will be new and unused on delivery; (c) for a period of 15 months (or longer period as offered by Supplier) after date of receipt by NCR Voyix: (i) Products furnished under this contract shall conform to hereunder will be in full conformity with all specifications and requirements of this contract other applicable documentation; (ii) hardware will be merchantable, and shall will be free from defects in materials material, workmanship and workmanship. To the extent Goods are not manufactured design; (d) software will contain no viruses or harmful code on delivery; and (e) Supplier will employ industry-standard technical practices, skills, care and judgment in its performance of any services pursuant to detailed designs and specifications furnished this PO. These warranties will be in addition to any standard warranties provided by BuyerSupplier for the Products, the Goods shall be free from design and specification defects. This warranty shall will survive inspection, test and acceptance oftest, acceptance, and payment forpayment, and will inure to the Goods. This warranty shall run to Buyer and benefit of NCR Voyix, its successors, assigns assigns, and customerscustomers (including but not limited to resellers and end users). Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer NCR Voyix may, at its option, either (i) return for credit full refund or refundcredit, or (ii) require prompt correction correction, replacement or replacement re-performance of the defective or non-conforming Goodsnonconforming Products, which right will be in addition to such other rights as NCR Voyix may have in law or equity. Return to Seller Supplier of any defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall nonconforming hardware will be made at SellerSupplier's expense. Goods required to be corrected Corrected or replaced shall Products will be subject to this article and the "Inspection" article of this contract in the same manner and warranty to the same extent as Goods Products originally delivered under this contractPO. For Products purchased for resale, but only as Supplier acknowledges that NCR Voyix may make similar warranties to its resellers or end users in reliance upon the corrected warranties in this PO. Supplier will defend, indemnify, and hold NCR Voyix harmless from and against any demand or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: claim made by any third party (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited to, calculating, comparing to NCR Voyix's resellers and sequencingend users) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations directly or indirectly alleging a Product's failure to the extent that other information technology, used in combination comply with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancePO.

Appears in 1 contract

Sources: Purchase Order Agreement

Warranty. a. Seller warrants that all Goods furnished under this contract shall conform to all specifications The Supplier will execute an agreement concluded with Client punctually and requirements of this contract and shall be free from defects in materials and workmanshipwithout any devia- tions. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by BuyerThe delivered matters, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance ofexecuted works, and payment for, executed assignments will correspond with the Goodsagreement and be endowed with the promised characteristics. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of The Supplier will under no circumstance deviate from the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract requirements which are specified in the same agreement, nor in any other manner and to deviate from the same extent as Goods originally delivered under this contractspecifications, but only as to without the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract priceemphatic consent obtained in writing from Client beforehand. b. Seller warrants The Supplier guarantees during the established warranty term of at least 5 years or, in its ab- sence, the warranty term customary in the sector, the absence of any visible or invisible short- comings. The warranty period will be extended by the period(s) during which the matters are not used or could not be used completely as a result of a shortcoming as intended in this clause. New warranty periods equal to the ones mentioned in the preceding will be applicable to the matters which are provided in replacement and replaced or repaired parts of those matters, also includ- ing those parts of the matters on which replacement or repaired parts can exert influence. c. If a shortcoming arises during the warranty period, Client has the right to either send back the matters and demand immediate reimbursement of the payment made for those matters, or to demand that any hardwarethe Supplier, software upon the first request of Client, restores the defects occurring during the warranty period at his own expense and firmware Goods delivered under risk and/or replaces the matters or defective parts thereof, without prejudice to the right of Client to compensation for further damage (also includ- ing consequential damage) and the damage incurred by third parties. d. In derogation to the preceding section, Client has the authority, if Supplier remains in default regarding compliance with his warranty obligations as included in this contract shall article, to carry out the warranty activities himself or have them carried out by third parties at the expense and risk of Supplier. Client may set off the costs thus incurred against amounts owed to Supplier. e. The Supplier will be able compliant with all legal requirements – whatever their names – as applied by the certifying institutions which, for instance in relation to accurately process date/time data (includingquality, but not limited tothe environment, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuriessafety, and health, must be observed upon implementation of the years 1999 and 2000 and leap year calculations to agreement. f. The staff and/or helpers deployed by the extent that other information technology, used in combination Supplier upon the implementation of the agreement will be compliant with the information technology being acquired, properly exchanges date/time data special requirements stipulated by Client and in their absence with it. The duration the general requirements of this warranty professional competence and expertise. g. Upon conducting the remedies available to Buyer for breach performance at the premises of this warranty shall be as defined in, and subject toClient or of third parties, the other warranties contained Supplier must in this contractany case observe the safety regulations applicable there, provided that notwithstanding any provision to the contrary in such warrantiesalso including regulations of Client, the remedies available to Buyer under this warranty shall include repair or replacement those of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performancethird parties.

Appears in 1 contract

Sources: General Purchase Conditions

Warranty. a. Seller hereby warrants to Buyer that all Goods furnished under this contract shall conform to all specifications (i) Seller's workmanship and requirements of this contract and materials shall be free from defects in materials and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyermaterial defects, the Goods shall be free from design and specification defects. This warranty shall survive inspection(ii) that systems designed, test and acceptance ofsupplied, and payment forinstalled by Seller will perform the functions intended by this Agreement and the Specifications, and (iii) that the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after components of the Equipment manufactured by ▇▇▇▇▇'s final acceptance▇▇▇▇▇ shall be free from material defects in ▇▇▇▇▇▇▇▇▇▇'▇ workmanship and material and shall perform in accordance with the Kit Construction Agreement and the specifications attached thereto as Annex C in normal use and service. The warranty set forth in the preceding sentence (hereinafter referred to as the "Warranty") shall commence on the date of delivery of the Platform to Buyer mayand expire twelve (12) months thereafter (provided, at its optionhowever, either that if any of the equipment of the Platform, including without limitation any cranes or winches, is put into service prior to said delivery, the twelve (12) months warranty period shall begin with the commencement of such service or operation insofar as such equipment is concerned) and shall be subject to the following provisions: (a) The Warranty shall not apply to any part of the Platform which (i) return for credit has been misused or refundstructurally repaired or altered by anyone other than Seller or its duly authorized representative, or (ii) require prompt correction has been damaged because of it use, or replacement the use of any other materials or equipment, after Buyer (or any other person or firm operating the Platform or its equipment) has knowledge of such defect. Except for the components of the defective Equipment manufactured by ▇▇▇▇▇▇▇▇▇▇ as expressly set forth and as limited herein, equipment or non-conforming Goods. Return other components of the Platform sold to Buyer pursuant to this Agreement but not manufactured by Seller are not warranted to any extent, but Seller shall assign (to the extent same are assignable by Seller) to Buyer, without recourse, any warranties furnished to Seller by the vendors of defective such equipment or non- conforming Goods other components. Buyer shall seek performance or damages under such warranties only from such parties and redelivery not from Seller. Seller shall use reasonable efforts to secure the best available warranties available from such vendors and shall cooperate with Buyer in any resulting dispute Buyer may have with such vendors. (b) The extent of corrected or replaced Goods Seller's liability for any breach of the Warranty shall be limited to (i) repairing or replacing (whichever of the two Seller, in its sole discretion, shall elect) any material defects in Seller's workmanship or materials, or causing the components of the Equipment manufactured by ▇▇▇▇▇▇▇▇▇▇ to perform in accordance with the Kit Construction Agreement and the specifications thereto by repairing or replacing (whichever of the two Seller, in its sole discretion, shall elect) any material defects in ▇▇▇▇▇▇▇▇▇▇'▇ workmanship or materials, as the case may be, at Seller's expense. Goods required Yard or at any other shipyard of Seller or its affiliates (hereinafter referred to as an "AMFELS Yard"), with the Platform to be corrected or replaced shall be subject brought to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with an AMFELS Yard at Buyer's direction to: (i) repair, rework or replace the Goodssole risk and expense, or (iiii)reimbursing Buyer for the cost of such repair or replacement in accordance with the provisions of subparagraph (c) furnish any materials hereinbelow. (c) Buyer, at its discretion, may elect to cause the necessary repairs or parts and installation instructions required replacements to successfully correct be made at a non-AMFELS Yard. In such event, Seller's sole obligation shall be to reimburse Buyer for the defect cost of such repairs or nonconformancereplacements, provided, however, that in no event shall the sum to be paid to Buyer by Seller exceed the cost that Seller would have borne, based on Seller's normal rates, if the repairs or replacements had been made at the Seller's Yard. If Buyer elects to proceed under the parties later determine that provisions of this subparagraph (c), Buyer shall, as soon as possible after such election (but in any event prior to the commencement of such repairs or replacements), notify Seller did not breach this warrantyof the time, place, and estimated cost of such repairs and replacements. Seller shall have the right to verify, at its sole cost and expense, by its own representative, the parties nature and extent of the defects complained of prior to the time that the repairs or replacements are made, and if in fact no breach of the Warranty made by Seller herein has occurred, Buyer shall equitably adjust pay to Seller a per diem fee equal to Sellers then current labor rate schedule and the contract pricereasonable expenses incurred by such representative. b. Seller warrants (d) The REMEDIES provided in subparagraphs (b)and (c) hereinabove are EXCLUSIVE. Buyer further agrees that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available no event will Seller's liability to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained Warranty set forth in this contract, provided that notwithstanding any provision subparagraph (a) with respect to the contrary in components of the Equipment manufactured by ▇▇▇▇▇▇▇▇▇▇ exceed such warrantiesamount as Seller may actually recover from ▇▇▇▇▇▇▇▇▇▇ for the same breach of warranty under the Kit Construction Agreement. Such Warranty shall not include transportation, towage, insurance, or other incidental expenses. In no event shall the remedies available obligation of Seller to Buyer under this warranty shall include repair or replacement replace (or to reimburse Buyer pursuant to subparagraph (c) hereinabove for the cost of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall repairing or replacing defective workmanship or materials be construed to limit require Seller to repair or replace more than the actual workmanship or material that is found to be defective. The Platform as a whole or any rights other part thereof shall not be construed to be workmanship or remedies material for the purposes of the preceding sentence and this Agreement. (e) The Warranty shall not be effective unless Seller receives from Buyer may otherwise have under a written claim therefor (i) within thirty (30) days after the date of discovery of such defect and (ii) prior to the expiration of the prescribed Warranty period. (f) Any work performed or materials furnished by Seller pursuant to the Warranty shall be warranted for the remaining term of the original Warranty, and nothing in subparagraph (b) or (c) shall extend the Warranty period beyond the Warranty period specified in this contract Section 11. (g) THE WARRANTY AS DEFINED HEREINABOVE IS IN LIEU OF ALL OTHER WARRANTIES (EXCEPT OF TITLE), EXPRESS OR IMPLIED, STATUTORY OR AT COMMON LAW, AND ALL OTHER LIABILITIES (AT COMMON LAW OR IN CONTRACT, TORT, OR OTHERWISE, RELATING IN ANY WAY TO THE PLATFORM OR COMPONENTS THEREOF OR SERVICES TO BE PROVIDED UNDER THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE). WITHOUT LIMITATION OF THE GENERALITY OF THE IMMEDIATELY PRECEDING SENTENCE, SELLER EXPRESSLY DISCLAIMS AND NEGATES (i) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (ii) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (iii) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES (iv) ANY IMPLIED OR EXPRESS WARRANTY OF DILIGENCE, (v) ANY IMPLIED OR EXPRESS WARRANTY OF WORKMANLIKE SERVICE, (vi) ANY IMPLIED OR EXPRESS WARRANTY OF SEAWORTHINESS, AND (vii) ALL OTHER LIABILITY, AT COMMON LAW OR IN CONTRACT OR TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY (WHETHER FOUNDED IN SECTION 402(A) OF THE RESTATEMENT OF TORTS OR OTHERWISE) AND NEGLIGENCE, WHETHER OCCASIONED BY ACTS OR OMISSIONS OF SOLE OR CONCURRENT NEGLIGENCE OF SELLER, ITS AFFILIATES AND/OR OTHERS. SELLER DISCLAIMS LIABILITY FOR, AND IN NO EVENT WHATEVER SHALL BE LIABLE FOR, ANY LOSS OF PROFITS OF BUYER OR OTHERS OR ANY OTHER INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES. (h) Seller's liability with respect to defects the Buyer Furnished Equipment shall extend only to installation thereof in accordance with the certified equipment drawings furnished by Buyer in those instances where such Equipment is actually installed by Seller. In all other instances (including, without limitation, those instances in which Buyer does not furnish certified equipment drawings to Seller), the sole risk and responsibility for the proper installation of the Buyer Furnished Equipment shall, as between Seller and Buyer, be borne by Buyer. In all instances the sole risk and responsibility for the operability of the Buyer Furnished Equipment shall, as between Seller and Buyer, be borne by Buyer. (i) No employee or representative of Seller is authorized to change the Warranty in any way or to grant any other warranty. (j) Buyer understands and agrees that any modification to the design of the Package or modification to the Equipment made by the Buyer are the responsibility of Buyer and not the responsibility of Seller for any purpose whatsoever, including claims for damages or other liability asserted by Buyer, its customers or any third party. In the event such modifications require regulatory approval, Buyer shall be responsible for obtaining such approval unless Seller accepts the responsibility by executing a change order to perform the work as additional work under this Agreement. (k) Buyer understands and agrees that the information contained in the Package and relating to the Equipment do not guarantee a fixed or variable weight of the Platform or designate the use of equipment other than year-2000 performancethe Equipment. The fixed and variable weight of the Platform and the selection of equipment other than the Equipment are decisions of the Buyer, including outfitting and fabrication decisions. The weight information provided by Seller is for information only and reflects historical information or estimated and approximate data. Seller is unable to predict actual weights for the Platform to be constructed by Seller. Seller does not warrant or represent that Seller's sale or construction of a Platform will meet the historical or approximate data supplied to Buyer. (l) Buyer acknowledges that certain information to be provided by ▇▇▇▇▇▇▇▇▇▇ relate to a ▇▇▇▇▇▇▇▇▇▇ 116-C Class Platform rather than to a Super 116 Platform. (See Annex C to the Kit Construction Agreement). Since the Platform is to be built as a Cypre Platform pursuant to Article 5, ▇▇▇▇▇▇▇▇▇▇ shall supply supplemental information relating to Super 116 designs to Seller which shall be deemed to be part of the Package for all purposes of this Agreement, including the provisions of the Confidentiality Agreement referred to in Section 29 hereinbelow. During the term of this Agreement, ▇▇▇▇▇▇▇▇▇▇ may provide other supplemental information to Seller relating to a Super 116 which shall, at such time, become part of the Package for purposes of this Agreement.

Appears in 1 contract

Sources: Platform Construction Agreement (Chiles Offshore LLC)

Warranty. a. Seller 9.1 [Inspect] Promptly after the receipt of the Products, the Distributor may inspect the quantity and quality of the Products in Territory at the Distributor's cost. If, upon receipt of the Products after proper and thorough inspection, any of the Products is found not to be in compliance with the quantity and quality standards, the Distributor shall notify in writing the Principal of the shortage or defect of the Products in detail within one (1) month from the discharging date of the Products and the Principal shall repair or replace the Products not meeting the quantity and quality standards. 9.2 [Warranty Period] The Principal warrants that all Goods furnished under this contract shall conform to all specifications and requirements of this contract and the Products shall be free from defects in materials material and workmanshipworkmanship for a period of fifteen (15) months from the date of manufacture of the Products shipped. To Any of the extent Goods are Products defective in workmanship shall be repaired or replaced with good Products free of charge at the Principal's choice, and defective Product(s) shall be returned to the Principal `Freight Collect' while repaired Product(s) or replacement Product(s) shall be sent to the Distributor `Freight Collect.' Namely, all expenses related to sending back and shipping shall be borne by the parties on a 50-50 basis. Specifically, the transportation cost from Japan to Korea shall be borne by the Distributor, while the transportation cost from Korea to Japan shall be borne by the Principal. 9.3 [Exclusion of Warranty] a. This warranty does not manufactured pursuant extend to detailed designs any of the said Products which have been: (1) subjected to misuse, neglect, accident or abuse, (2) improperly repaired, or altered or modified in any way unless such modification is approved in writing by the Principal, and specifications (3) used in violation of instructions furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement of the defective or non-conforming Goods. Return to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contract, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract pricePrincipal. b. Seller warrants that THE PARTIES AGREE THAT THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL OTHER WARRANTIES AND/OR GUARANTEES NOT SPECIFIED IN THIS AGREEMENT ARE EXCLUDED FROM THIS TRANSACTION AND SHALL NOT APPLY FOR THE PRODUCTS. 9.4 [Claim Notice] Claimsby the Distributor in regard to any hardware, software and firmware Goods delivered under this contract defect in the Products shall be able to accurately process date/time data in writing and be dispatched by the Distributor with full particulars within thirty (including, but not limited to, calculating, comparing and sequencing30) from, into and between days after the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration receipt of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceProducts.

Appears in 1 contract

Sources: Distributorship Agreement (Cintel Corp)

Warranty. a. 7.1 The Seller warrants / Lessor shall assume the warranty for the agreed upon condition and for the fact that all Goods furnished under this contract shall conform the Customer will be able to all specifications and requirements of this contract and shall be free from defects in materials and workmanshipuse the Contract Software without infringing any third party rights. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This The deficiency warranty shall survive inspectionnot apply to deficiencies that are the result of the use of the Contract Software in a hardware and software environment that does not meet the requirements specified in the product description or for any changes and modifications the Customer has made to the software without being authorized to do so as a matter of law, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after this ▇▇▇▇▇'s final acceptance▇ or based on a prior written consent issued by the Seller / Lessor. 7.2 In the event of material deficiencies, the Seller / Lessor shall initially have the right to implement remedial fulfillment actions, i.e., based on Seller / Lessor’s discretion, eliminate the defect (remedial improvement) or ship a replacement. Buyer mayIn conjunction with a replacement shipment, the Customer shall receive a new update of the software, unless this would result in intolerable impairments. In the event of legal deficiencies, the Seller / Lessor shall, at its optionthe former’s sole discretion, either (i) return for credit provide the Customer with a legally perfect option to use the Contract Software or refund, or (ii) require prompt correction modify the Contract Software in such a 7.3 The Seller / Lessor shall have the right to render warranty services on the premises of the Customer. The Seller / Lessor shall be deemed to have met the obligation to remedy also by providing on Seller / Lessor’s website the updates tagged with an automatic installation routine and by offering the Customer phone hotline support to resolve any installation issues that may arise. 7.4 This shall be without prejudice to Customer’s right to after two failures of the remedial attempts or replacement shipments, demand, at Customer’s sole discretion, the reducti- on of the defective purchase price or non-conforming Goodsrescind from the Agreement. Return The right to rescind shall not exist in cases of irrelevant deficiencies. If the Customer should demand compensation for damages or compensation for expenses incurred in vain, the Seller / Lessor shall assume liability pursuant to Art. 7.5 With the exception of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced compensation for damages claims, warranty entitlements based on material defects shall be subject to this article and a statute of limitations of one year. The statute of limitations period shall begin upon delivery of the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractContract Software and, but only as to the corrected or replaced part or parts thereof. Even if the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warrantyrequired, the parties shall equitably adjust license code, if it is delivered on a data medium. In the event of sale via download 7.6 If an active service contract price. b. Seller warrants that any hardwareshould be in effect between the parties, software and firmware Goods delivered under this contract the elimination peri- od for deficiencies shall be able to accurately process date/governed by the time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained periods specified in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceservice agreement.

Appears in 1 contract

Sources: End User Licensing Agreement (Eula)

Warranty. a. Seller GRE warrants that all Goods furnished goods and services sold hereunder or pursuant hereto will be free of any claim of any nature and by any third person and that GRE will convey clear title thereto to the O&P Provider’s order specifications. GRE warrants and represents that all goods and services sold hereunder or pursuant hereto will be of merchantable quality, free from all defects in design, workmanship and material, and will be fit for the particular purpose for which they are being purchased, and that the device(s) are provided in strict accordance with the specifications, samples, drawings, designs, or other requirements (including performance specifications) provided by the order from the certified O&P Practice. Any services performed by GRE or its personnel, agents, representatives, or subcontractors in the fulfillment of the Work contemplated by this Agreement shall be performed in a diligent and workmanlike manner by properly trained personnel knowledgeable in the scope of the Work performed by them. Any attempt by GRE to limit, disclaim, or restrict any such warranties or any remedies of Company, by acknowledgment or otherwise, in accepting or performing the Work, shall be null, void, and ineffective. The initial warranty period of fabricated device shipped under this contract shall conform to all specifications and requirements of this contract and Agreement shall be free [***] on soft-goods and [***] on rigid brace components from defects in materials the date of delivery to the Myomo customer or such other longer period as implied by applicable state law. The initial warranty period of the Kit brace shipped under this Agreement shall be [***] from the date of delivery to GRE and workmanship[***] for the straps or such other longer period as implied by applicable state law. To the extent Goods are not manufactured Neither acceptance of nor payment for any goods sold hereunder shall release GRE or Company from liability arising pursuant to detailed designs this warranty. The Company shall have the right to approve all warranties received by GRE from suppliers and specifications furnished subcontractors engaged by Buyer, GRE to enable it to fulfill its obligations under the Goods Agreement. Such warranties shall be free from design and specification defectsmade directly to Company or, alternatively, shall be deemed to have been assigned by GRE hereby. This warranty GRE however, shall survive inspection, test and acceptance of, and payment for, enforce such warranties if occasion arises. If the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement makers of the defective or non-conforming Goods. Return warranties fail to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods fulfill their warranty obligations, any costs incurred by Company in connection therewith shall be at Seller's expensethe expense of GRE. Goods required In the event that any goods sold hereunder fail to be corrected conform to the above warranty, GRE shall without delay repair, replace, or replaced modify such defective goods, or alternatively, credit the O&P practice as necessary for any money paid for the defective Work. The choice of remedy shall be subject solely at the discretion of Company. The Company may affect (either itself or by engaging a third party) repair of any and all defects in any goods delivered by Company hereunder. In the event that Company elects to take this article and the "Inspection" article of this contract in the same manner and action it shall be entitled to the same extent as Goods originally delivered under this contract, but only as to direct and incidental costs incurred in remedying the corrected or replaced part or parts thereofdefect. Even if Pricing for warranty changes is set for the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performance.Exhibit B.

Appears in 1 contract

Sources: Fabrication and Services Agreement (Myomo Inc)

Warranty. a. Seller warrants (a) In the event of the Licensee notifying VISTRA that all Goods furnished under this contract the Package does not perform substantially in accordance with the Documentation and the Licensee giving to VISTRA full details of how the Package so fails to perform during the first three (3) months following delivery of the Package to the Licensee, VISTRA shall, at VISTRA's own expense, take reasonable steps to make the Package perform substantially in accordance with the Documentation, provided that no alteration, adaptation, enhancement, modification, update or addition has been made to the Package. After the end of that three (3) month period, VISTRA shall conform have no responsibility for the performance of or the facilities and functions offered by the Package other than pursuant to all specifications and requirements clause 9 of this contract and Agreement. (b) If VISTRA shall fail to make the Package perform substantially in accordance with the Documentation within a reasonable time of receipt of notice from the Licensee under sub-clause (a) above, VISTRA shall refund to the Licensee all monies paid by the Licensee to VISTRA pursuant to this Agreement. VISTRA's liability to the Licensee under clause 8(a) of this Agreement shall be free from defects in materials limited to the refund of such monies. (c) The Licensee acknowledges that neither the Package nor the Documentation has been prepared to meet the Licensee's requirements and workmanship. To the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyerthat it is, therefore, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement responsibility of the defective or non-conforming Goods. Return Licensee to Seller of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required to be corrected or replaced shall be subject to this article ensure that the Package and the "Inspection" article Documentation meet its requirements. VISTRA shall not be liable for any failure of this contract the Package to provide any facility or function or to perform in accordance with any criteria not specified in the same manner and to the same extent Documentation. (d) Except as Goods originally delivered under expressly provided in this contractAgreement no warranty, but only condition, undertaking or term, express or implied, statutory or otherwise, as to the corrected condition, quality, performance, merchantability or replaced part or parts thereof. Even if fitness for purpose of the parties disagree about the existence of a breach of this warranty, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warrantyPackage, the parties shall equitably adjust media onto which the contract price. b. Seller warrants that any hardware, software Package is encoded or the Documentation is given or assumed by VISTRA and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, but not limited to, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined in, and subject to, the other warranties contained in this contract, provided that notwithstanding any provision to the contrary in all such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered conditions, undertakings and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceterms are hereby excluded.

Appears in 1 contract

Sources: Licensing Agreement

Warranty. a. Seller Ingredion warrants that all Goods furnished under it has the right to convey good title to the Product(s), free of any lien or encumbrance. Ingredion further warrants, as of the date of shipment to Buyer, that the Product(s) shall comply with the mutually agreed upon specifications for the Product(s). EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INGREDION MAKES NO OTHER WARRANTIES REGARDING THE PRODUCT(S), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. In the event that any product does not meet any of the foregoing warranties, the Buyer's exclusive and sole remedy (other than a possible claim for indemnification) shall be limited to replacement, at Ingredion's expense, Notwithstanding any other provision of this contract shall conform Agreement, the liability of Ingredion to all specifications and requirements Buyer arising out of this contract and or the Product, whether under warranty, contract, tort (including negligent or willful acts), strict liability or otherwise shall be free from defects not in materials and workmanship. To any case exceed the extent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, the Goods shall be free from design and specification defects. This warranty shall survive inspection, test and acceptance of, and payment for, the Goods. This warranty shall run to Buyer and its successors, assigns and customers. Such warranty shall begin after ▇▇▇▇▇'s final acceptance. Buyer may, at its option, either (i) return for credit or refund, or (ii) require prompt correction or replacement original invoiced cost of the defective or non-conforming Goods. Return Product(s) with respect to Seller that portion of defective or non- conforming Goods and redelivery to Buyer of corrected or replaced Goods shall be at Seller's expense. Goods required the Product(s) found to be corrected or replaced shall be subject to this article and the "Inspection" article of this contract in the same manner and to the same extent as Goods originally delivered under this contractdefective. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, but only as to the corrected or replaced part or parts thereofINDIRECT, PUNITIVE, OR SPECIAL DAMAGES BY VIRTUE OF THIS AGREEMENT. Even if the parties disagree about the existence of a breach of this warrantyAll claims, Seller shall promptly comply with Buyer's direction to: (i) repair, rework or replace the Goods, or (ii) furnish any materials or parts and installation instructions required to successfully correct the defect or nonconformance. If the parties later determine that Seller did not breach this warranty, the parties shall equitably adjust the contract price. b. Seller warrants that any hardware, software and firmware Goods delivered under this contract shall be able to accurately process date/time data (including, including but not limited toto claims for alleged shortage or claims that the Product(s) do not meet the warranty specified above, calculating, comparing and sequencing) from, into and between the twentieth and twenty-first centuries, and the years 1999 and 2000 and leap year calculations to the extent that other information technology, used in combination with the information technology being acquired, properly exchanges date/time data with it. The duration of this warranty and the remedies available to Buyer for breach of this warranty shall be as defined indeemed waived unless made in writing and received by Ingredion within thirty (30) days after Buyer learns of the alleged defect or Buyer should, in the exercise of good manufacturing standards and subject toinspection procedures, have learned of the other warranties contained alleged defect, but in this contract, provided that notwithstanding any provision no event later than one (1) year after the date of shipment of the Products to the contrary in such warranties, the remedies available to Buyer under this warranty shall include repair or replacement of any non-compliant Goods discovered and made known to Seller in writing. Nothing in this warranty shall be construed to limit any rights or remedies Buyer may otherwise have under this contract with respect to defects other than year-2000 performanceBuyer.

Appears in 1 contract

Sources: Standard Terms and Conditions of Sale