Guarantee Musterklauseln

Guarantee. Subject as provided below, BNPP unconditionally and irrevocably guarantees by way of deed poll to each Guaranteed Party that, if for any reason BNPP B.V. does not (i) pay any sum payable by it or perform any other obligation in respect of any Security, or any IPED Agreement, on the date specified for such payment or performance and/or (ii) comply with any of the Undertakings, then BNPP will, in accordance with the terms and conditions of such Security (the “Conditions”) or the terms of such IPED Agreement, the Scheme or the Deed of Irrevocable Offer (as the case may be), pay that sum in the currency in which such payment is due in immediately available funds forthwith upon demand or, as the case may be, perform or procure the performance of the relevant obligation that BNPP B.V. has failed to perform on the due date for such performance forthwith upon demand, subject to Clause 12. If for any reason BNPP B.V. does not satisfy such obligations when the same become due, BNPP hereby undertakes to make, or cause to be made, such payment or satisfy or cause to be satisfied such obligations as though BNPP were the principal obligor in respect of such obligation after a demand has been made on BNPP pursuant to Clause 12 hereof PROVIDED THAT in the case of Securities where the obligations of BNPP B.V. which fall to be satisfied by BNPP constitute the delivery of the Entitlement to the Holders, BNPP will as soon as possible deliver or procure delivery of such Entitlement using the method of delivery specified in the applicable Conditions.

Guarantee a) In his capacity as a specialist, the Supplier guarantees that the delivery item is free of any defects affecting its value or suitability for the use assumed, meets all properties as warranted and all services and specifications as specified. The Supplier is bound to perform permanently appropriate quality controls. The delivery item must meet the provisions of public law applicable at the place of destination.

Guarantee. In addition to the statutory warranty, Kalmar provides the following guarantee: 8.1. Kalmar warrants that a) the Equipment shall be free from defects in materials, design and workmanship as specified in the applicable Kalmar guarantee terms, and b) the Spare Parts shall be free from defects in materials, design and workmanship for 12 months from the Delivery or 1500 cumulative hours of operation, whichever occurs first. Copy of the applicable Kalmar guarantee terms will be provided to the Customer upon request. 8.2. Guarantee does not cover defects arising out of a) materials or design provided by the Customer, b) the Customer's faulty maintenance, installation, use, service or inspection, c) normal deterioration, wear and tear, d) use before acceptance, or e) accidents and external factors. 8.3. Under the guarantee, Xxxxxx agrees, at its option and as the Customer’s exclusive remedy, to replace or repair a defective Product.

Guarantee. 7.1. If, because of defects, we are entitled to demand subsequent rectification, su¬bsequent improvements or replacement deliveries must be made at our discretion. The Contractor is entitled to fulfill such subsequent rectification actions up to a maximum of two times. The Contractor must bear the necessary expenses of said s¬ubsequent rectification, in particular transportation, travel, work and material costs, insofar as these costs increase when transferring the goods to a place other than the place of performance as per Article 4, unless this is co¬nsidered unreasonable by the Contractor. In the case of damages caused by the Contractor, the Contractor indemnifies us against any third-party claims, in particular from claims arising from manufacturer‘s liability, including any product recall costs. The same applies if the Contractor has assumed a guarantee. In urgent cases or after the unsuccessful expiry of a reaso¬nable period of grace, we are entitled – after notifying the Contractor – to remedy the defect ourselves, to have it carried out by a third party or to obtain a replacement elsewhere at the Contractor‘s expense. 7.2. The obligation to perform the incoming goods inspection does not commence until the goods have been received by us or by the place of delivery designated by us with a delivery note or packing slip. Said incoming goods inspection is carried out by us only with regard to any externally recognizable damage, and deviations in identity and quantity which are externally recognizable. We will notify such defects within a maximum of ten days. We reserve the right to perform additional incoming goods inspections. In addition, we will notify defects within a maximum of ten days as soon as they have been detected in the course of normal business operations (in particular in the case of further processing or use). The Contractor waives any objection of delayed notification in regard to defects. 7.3. Our guarantee claims expire after three years. Said period commences with the delivery of the goods at the Schwabach factory or at a receiving location that has been specified by us. Notification of a defect retards the guarantee claim expiration, unless the Contractor refuses to ne¬gotiate the claim. 7.4. In the case of force majeure and other events such as operational disturbances or labor disputes and market stagnation, for which we are not responsible, acceptance of the delivery or service may be postponed by up to six months. In such cases,...

Guarantee. The supplier, in the meaning of specifically warranted characteristics, guarantees that each delivery shall fully comply with all requirements from NEUMAN as well as with all legal rules, regulations and standards, is properly made and corresponds to the commonly expected charac- teristics as well as to the expressively agreed or to such characteristics, as correspond to the nature of the busi- ness transaction. The term of guarantee shall be 24 months; in the event NEUMAN should resell the supplies, either after pro- cessing or unchanged, to a third party the term of guaran- tee shall at least equal the warranty term agreed between XXXXXX and the third party. The term of guarantee shall commence (i) basically upon transfer of the supplies to NEUMAN in accordance with Section 8 (in the event of hid- den defects upon discovery hereof), (ii) in case of delivery of equipment, machinery and systems upon the ac- ceptance date notified by XXXXXX in the written ac- ceptance certificate and (iii) in the event of delivery of spare parts upon putting in operation the same. In the event supplies may not be put into, or cannot remain in, operation due to inspection for defects or remedy of de- fects, the term of guarantee shall be prolonged accord- ingly. For parts that have been repaired or redelivered the term of guarantee shall newly commence as of the respec- tive date. XXXXXX shall be expressively relieved from any duty to have supplies immediately inspected for any de- fects. Notification by XXXXXX of defects shall be deemed timely if communicated to the supplier within the term of guarantee. Claims relating to defective supplies shall pre- scribe within 3 years from the date notified in writing. In the event defective supplies should require incoming inspection beyond customary procedures the supplier shall bear the costs related hereto. In the event of defective supplies NEUMAN, irrespec- tive of the defect affecting the entire delivery or only parts thereof, the defect being material or not material, the de- fect being remediable or not remediable, may at its own discretion (i) demand substitute supply (change) or rem- edy of the defect (improvement) free of cost, (ii) in the event of late remedy by the supplier have the assessed defects remedied itself or by third parties and (iii) in the event substitute delivery or improvement should not be possible or cause unreasonable costs for NEUMAN, de- mand reduction of price; in the event of material defects NEUMAN...

Guarantee. In addition to the warranty referenced above in Art. 11.1 and to the expressly specified or otherwise agreed or generally assumed characteristics of its Supplies and Services, the Contractor guarantees the completeness of its Supplies and Services and their suitability for the specific purpose they are intended for. In particular, the Contractor guarantees the suitability of the Supplies and Services for continuous operation within the Plant under the operating conditions prevailing at the site of operation, compliance with all standards and regulations applicable at the site of operation (especially with respect to safety and environmental protection), uninterrupted availability in compliance with adequate performance and consumption standards, ease of assembly, servicing and repair, and design and execution according to the current state of the art. The guarantee period shall expire 24 (twenty‐four) months after acceptance of the Plant by the Final Customer, and in any event no later than 48 (forty‐eight) months from the date of final delivery according to the Order. During this period, the Contractor is liable for any defects in the Contractor’s Supplies/Services. The guarantee period shall be extended by the length of any periods of downtime resulting from defects. In the event of an exchange or repair of a part, a new guarantee period of the same duration as for the original delivery shall commence with the installation of the new part and/or the completion of the repair. The guarantee period for buildings and steel structures shall be 36 (thirty‐six) months from acceptance of the Plant by the Final Customer, and no longer than 48 (forty‐eight) months from the overall completion. For corrosion protection, a guarantee period of 36 (thirty‐ six) months from acceptance of the Plant shall apply. Any defects arising before or during the guarantee period must be remedied without delay by the Contractor on the site where its Supplies are in operation, either by exchange or repair at the Principal’s discretion. All activities required and costs incurred in connection therewith, such as transport, customs duties, dismantling and assembly, etc. shall be carried out or borne by the Contractor.

Guarantee. For systems and devices we assume a guarantee for verifiable material and manufacturing defects for the years specified in the individual product groups from delivery. If the delivery does not prove to be in accordance with the contract upon acceptance, the customer must give us the opportunity to remedy the defects in our factory or he may demand a replacement delivery. If replacement delivery or rectification is not possible, the customer can choose to demand a reduction in the purchase price (abatement) or cancellation of the contract (redhibition). Excluded from the guarantee are damages due to natural wear and tear, force majeure, disregard of operating instructions, as well as interventions of the customer or third parties in the equipment without our written consent. Under no circumstances shall we be liable for the costs of disassembly or reassembly, for associated travel and transport costs or for any damage caused directly or indirectly by the delivered item itself or its use. The costs for the outward and return transport of the rejected or repaired or replaced goods shall be borne by the buyer.

Guarantee. 1. Unless otherwise agreed upon in writing, we shall be obliged to deliver the goods of a merchantable quality. 2. Notification of defects must be made in writing and with a detailed description of the defect. 3. Defect claims of the customer only exist if the customer has duly complied with its inspection and complaint obligations pursuant to section 377 of the German Commercial Code [HGB]. The notification of defects must be made in writing. If, in the case of a delivery of mass produced parts, for example DIN and standard parts, a few parts are found to be defective, this does not entitle the customer to return the entire delivery lot. A systematic deficiency of the goods must be clearly identifiable when carrying out random spot checks upon receipt of the goods. If the customer fails to give due notification in accordance with section 377 of the German Commercial Code [HGB], the product is considered to be approved, unless the defect could not be detected during the check. 4. In the case of hidden defects, which even after careful examination could not have been discovered immediately, the customer should notify us in writing immediately after the discovery is made. 5. In case of justified complaints, we are obliged – under the exclusion of the rights of the customer to cancel the contract or reduce the purchase price (reduction) -to affect subsequent performance, unless we are, on the basis of legal regulations, entitled to refuse such subsequent performance. The customer shall grant us a reasonable period for the subsequent performance. When carrying out the subsequent performance, the customer is given the option of either having the defect rectified (subsequent repair of the goods) or the delivery of new goods. In the case when the defect must be rectified, we shall bear the necessary expenses, provided that these are not increased by the fact that the goods are not situated at the original place of performance. In the event the subsequent performance fails, the customer can either demand reduction of payment or cancellation of the contract. Subsequent performance shall only be deemed to have failed following an unsuccessful second attempt, unless further subsequent improvement attempts are reasonable due to the contract object and for the customer. The customer shall only be entitled to claim for compensation due to the defect if the subsequent performance has failed. Further, the provisions stated in section XI of these terms and conditions shall...

Guarantee. 11.1.The Supplier assumes full warranty for the purchase order or delivery schedule-compliant, complete and flawless execution of the delivery and scope of service, in particular for the generally expected and, in any case, assured properties mentioned in public statements, according to samples or patterns, and for compliance of the deliveries and/or misc. services with all applicable and valid legal and regulatory requirements at the specified destination and/or the markets specified by Q-Drives. The Supplier is to provably notify Q-Drives of all risks usually associated with the scope of delivery and service. In the same way, the Supplier is liable for the goods and components which he delivers, but does not produce, or for services rendered.

Guarantee. 6.1 Our products are manufactured from tested raw material following proven recipies and have flawless quality at the point of shipment. 6.2 The customer has to check the goods immediately and complain about obvious defects in written form within 8 days. The proof of the defects is the responsibility of the customer. 6.3 Objected goods have to be at the place where they were delivered and in the condition they were delivered and cannot be used without a written authorization of the manufacturer. 6.4 Defects that can be traced back to improper storage or use will not be accepted. 6.5 If the defects are acknowledged the manufacturer is obligated to a replacement after an appropriate amount of time. 6.6 The customer is not entitled to other guaranteed claims.