Performance and Liability Sample Clauses
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Performance and Liability. 7.1. The Company will supply goods in accordance with the Customer’s order. The Company will provide the Customer with a written copy of the order and any amendments thereto.
7.2. It is the Customer’s duty to place orders in good time in order that manufacturing slots can be allocated to achieve the programme.
7.3. The Company shall not be liable for any penalty, loss, consequential loss, liquidated damages, injury, damage or expense arising from any failure in delivery or performance arising from circumstances outside the Company’s control, including but not limited to force majeure, war or hostilities, government legislation order or direction, strike lock out or labour disturbance, civil commotion, fire, accident, shortage of materials (those of the Company or its supplier’s), geology of the stone, power failure, breakdown of machinery, police or local authority restrictions, delays in issue, approval or clearance of working drawings, furniture schedules, templates or other relevant information, lack of instruction from the Customer or suspension of the Customer’s credit facility and any other cause outside the Company’s control.
7.4. Any claim that goods have been delivered damaged, collected by the Customer in a damaged condition, or do not comply with their furniture order, shall be notified by the Customer to the Company within 7 days of delivery or collection.
7.5. Any alleged defect shall be notified by the Customer to the Company within 7 days of delivery, or in the case of any defect which is not reasonably apparent on inspection, within 7 days of the defect coming to the Customer’s attention.
7.6. No claim against the Company shall be allowed for any defect arising from any design or specification provided or made by the Customer or if any adjustments alterations or other work has been undertaken on the goods by any person other than the Company.
7.7. Any claim under this condition must be in writing, fully quantified and contain any other details and photographs to support the claim including reference numbers of any allegedly defective goods.
7.8. The Company shall be afforded reasonable opportunity and facilities to investigate any claim made under this condition.
7.9. In the case of goods which the Company agrees are defective, the Company shall be allowed a reasonable time to rectify any defect or supply replacement goods, whichever the Company deems appropriate, at the Company’s expense.
7.10. If the Company agrees that recompense is due ...
Performance and Liability a) The Sub-Adviser shall act with the care, skill, prudence and diligence of a professional investment adviser.
b) Each party shall at its own expense indemnify, defend and hold harmless the other party and its affiliates and their respective directors, officers, employees, agents, representatives or advisors, successors and assigns, and all other persons and entities acting on behalf of or under the control of such party, harmless from, for and against any and all claims, demands, suits, causes of action, debts or liabilities, losses, judgment, damages, costs (including all reasonable attorney’s fees), expenses, fines and penalties (collectively, the “Claims”) to the extent arising out of or as a result of fraud, bad faith, gross negligence or willful misconduct of such party, its employees or agents. The indemnified party hereby agrees to advise the indemnifying party of any Claim promptly after receipt of the notice thereof; provided, however, that the indemnified party’s right to indemnification hereunder shall not be limited by its failure to promptly advise the indemnifying party of any such Claim, except to the extent that the indemnifying party is prejudiced by such failure. The indemnifying party shall have the right, at its option, to assume the control of the Claim in respect of which indemnity may be sought hereunder, including the employment of counsel with respect thereto, in which event, except as provided below, the indemnifying party shall not be liable for the fees and expenses of any other counsel retained by any indemnified party in connection with such Claim. In any such Claim of which indemnifying party shall have so assumed, any indemnified party shall have the right to participate and to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party (and not the indemnifying party) unless (i) each party shall have mutually agreed in writing to the retention of such counsel, or (ii) the named parties to any such litigation or proceeding (including any impleaded parties) include both parties and representation of both parties by the same counsel would, in the opinion of counsel to the indemnified party, be inappropriate due to actual legal conflict of interest. The indemnifying party agrees to keep the indemnified party informed of the status of any Claim hereunder. The indemnifying party will not, without the prior written consent of the indemnified party (which consent shall not b...
Performance and Liability. S A M P L E a) The Bank will perform its obligations under the Agreement using such level of skill and care as would be considered commercially reasonable by reference to the standards and practices of the banking industry.
Performance and Liability. 1. In the event that one of the statements or declarations made by Vendor in Sec. 4 above or elsewhere in this Agreement and its Exhibits should be totally or partially incorrect, Vendor shall put the Company in a position as if such incorrect statements were true ["Naturalrestitution"] or, at Vendor's option, pay the amount in cash to the Company or, at Buyer's option, to Buyer which corresponds to the loss of the Company in respect of the incorrect statement. If Vendor fails to make the incorrect statement true within a period of three (3) months following receipt of written notice of such claim, Vendor shall pay the amount in cash to the Company or, at Buyer's option, to Buyer which corresponds to the loss of the Company in respect of the incorrect statement; reference is made to para. 5 below. Reduction of the purchase price ["Kaufpreisminderung"], Rescission ["Wandelung"] - except for the event that the declarations of Vendor in Sec. 4 para. 2 are incorrect -, withdrawal ["Rucktritt"] from the present Agreement as well as damage claims ["Schadensersatz"] - except as provided for in the previous sentence - shall be excluded. Secs. 439 and 460 of the German Civil Code ["Burgerliches Gesetzbuch"] shall apply mutatis mutandis. Vendor and ResMed had agreed on a three step due diligence process, however, ResMed and Buyer have waived their right to perform the third step of this due diligence process.
2. Claims may only be brought by Buyer in regard to Sec. 4 above if and to the extent ["Freibetrag"] that (i) an individual claim exceeds DM 50,000 and (ii) the aggregate claims exceed DM 100,000.
3. The total liability of Vendor under Sec. 4 above shall in no event exceed 25 % of the Purchase Price.
Performance and Liability. 7.1. The Services are carried out by ▇▇▇▇▇▇▇, or by the Consultant, by order of and at the expense and risk of the Client. Redmore and its Consultant are never liable for (not achieving) result commitments which are applied internally at a Client.
7.2. Redmore’s liability for the incorrect or incomplete carrying out of activities or for not or incompletely delivering results, is limited to the repairing, restoring, delivering, or correcting of the activities or results.
7.3. Without prejudice to the provisions of article 7.2, any liability of Redmore is capped at EUR 1,000,000 per calendar year, on the understanding that Redmore's liability per event is limited to (i) the amount that Redmore invoiced to the Client (excluding VAT) in the 12 months preceding the event on which Redmore's liability is based; or, if lower, (ii) EUR 500,000. For the purposes of this article, an interrelated connected series of events is considered to be one and the same event.
7.4. Redmore is never liable for loss of turnover or profit, loss of contracts or loss of goodwill, reputational damage, lost savings or trading loss, (additional) costs or for any other form of indirect or consequential or pure financial loss.
7.5. No exclusion or limitation of liability shall apply to damage that is the result of intent or wilful recklessness on the part of a Party or its managerial subordinates.
7.6. All rights to claim(s) of the Client against Redmore expire 12 months after the day on which the Client became aware or could reasonably have become aware of the existence of such right(s) to claim, and at the latest 12 months after the end of the Assignment.
Performance and Liability. 7.1. The Services are carried out by ▇▇▇▇▇▇▇, or by the Consultant, by order of and at the expense and risk of the Client. Redmore and its Consultant are never liable for (not achieving) result commitments which are applied internally at a Client.
7.2. Redmore’s liability for the incorrect or incomplete carrying out of activities or for not or incompletely delivering results, is limited to the repairing, restoring, delivering, or correcting of the activities or results.
7.3. Without prejudice to the provisions of article 7.2, any liability of Redmore is capped at EUR 1,000,000 per calendar year, on the understanding that Redmore's liability per event is limited to (i) the amount that Redmore invoiced to the Client (excluding VAT) in the 12 months preceding the event on which ▇▇▇▇▇▇▇'▇ liability is based; or, if lower,
Performance and Liability. 22 12 Covenants ....................................................... 23 13 Compliance with the Securities Laws ............................. 24 14 Closing Date Deliveries ......................................... 25 15 Arrangements concerning the Relationship of the Parties until and after the Closing Date ................................ 26 16 Miscellaneous ................................................... 27
Performance and Liability. 1. The parties hereby expressly exclude any and all statutory warranty claims Pursuant to Sections 434 et seq. of the German Civil Code (Burgerliches Gesetzbuch, BGB) and agree that the representations and warranties made by the Seller in Part V above in particular do not qualify as guarantees (Beschaffenheitsgarantien) within the meaning of Sections 443, 444 of the German Civil Code (Burgerliches Gesetzbuch, BGB) and that the consequences of any breach of the representations and warranties set forth in Part V above shall exclusively be governed by the terms and conditions of this Agreement. Furthermore, the parties hereto confirm that the limitations to the representations and warranties as specified in this Part VI shall form an integral part of the representations and warranties and that the representations and warranties set forth in Part V above are only given subject to such provisions and limitations.
2. Except for claims (i) based on a breach of the representations and warranties set forth in Part V above and Part VII below, (ii) for specific performance (Erfullungsanspruche), (iii) for breach of the covenants and agreements set forth in Part II above and Part VII below, (iv) based on fraud or willful misconduct and (v) for indemnification set forth in Part II Sections 6 and 8 above and Part VII Section 2 below, all other claims of the Purchaser with respect to the sale and transfer of the Company Shares and the BevCan Business - e.g. any right of contestation (Anfechtung), recession (Rucktritt), reduction of purchase price (Minderung), breach of contractual and pre-contractual duties (positive Forderungsverletzung, culpa in contrahendo), frustration of contract (Storung der Geschaftsgrundlage)-are hereby excluded. Sections 123 and 826 of the German Civil Code (Burgerliches Gesetzbuch, BGB) and any other liability for intent, fraud or willful misconduct shall not be affected.
3. The period of limitation for all claims of the Purchaser based on a breach of the representations and warranties set forth in (i) Part V Sections 1 to 4 above shall run until the fifth anniversary of the Closing Date or (ii) Part V Section 18 above (and Part V Section 26 as it applies to such Section) shall run until the fifth anniversary of the Closing Date. The period of limitation for all claims of the Purchaser based on a breach of other representations and warranties set forth under Part V above shall run until, and including the expiration of 18 months following the C...
Performance and Liability. 5.1 The Associate Contractor agrees to exercise all reasonable skill, care and diligence in the performance of work under this Agreement and such work shall be performed to standards which are in accordance with those generally accepted professionally worldwide.
5.2 The Associate Contractor indemnifies ▇▇▇▇▇▇ against any claim, liability or expense (including, without limitation, legal fees, costs and disbursements) ("loss") brought or threatened against, or incurred by ▇▇▇▇▇▇, arising directly or indirectly from a breach of this Agreement, negligence, or wilful misconduct by the Associate Contractor except to the extent that loss arises out of an act or omission by ▇▇▇▇▇▇.
Performance and Liability. 4.1 The Supplier warrants that the Licensed Programs will perform substantially in accordance with the Program Documentation existing at the Delivery Date. The Supplier does not guarantee that the Licensed Programs are free from minor errors not materially affecting such performance. Notwithstanding this, the Supplier warrants that the Licensed Programs either meet or exceed the requirements of the Customer’s Specification annexed to this Agreement (if any).
4.2 If the Licensed Programs do not conform to the warranty given the Supplier will remedy the defect or error in question at no cost to the Customer. Time shall be of the essence in relation to this clause and initial response shall be no greater than eight hours.
4.3 The warranty given at clause 4.1 of this Agreement is conditional upon: • the Customer giving written notice to the Supplier of the defect or error in question; • the Licensed Programs having been operated in accordance with the Program Documentation; • the Customer having made no alterations to the Licensed Programs; and the Customer having complied with its obligations under this Agreement. • the defect not being the responsibility of a third party product, implementation thereof via an API or SDK or dependent on the third party inclusions, such as embedded software, or required module of any kind. The Customer having made no alterations to these sub-licensed Programs; and the Customer having complied with its obligations under this Agreement.
4.4 The express terms of this Agreement are in lieu of all warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom, trade usage, course of dealing or otherwise, all of which are hereby excluded to the fullest extent permitted by law.
4.5 The Supplier hereby expressly excludes all liability for any loss or damage (whether direct, indirect or consequential) howsoever arising suffered by the Customer. Limitation of Liability CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE and OTHER PRODUCTS or SERVICES PROVIDED HEREUNDER TO ACHIEVE CUSTOMER'S INTENDED RESULTS. Except for the excluded matters, in no event shall either party's total liability to the other for all claims arising out of or as a result of the AGREEMENT exceed the greater of XXXXXXXXXXX or the fees paid by Customer to Licensor under the applicable Order Form.