Common use of Warranties Clause in Contracts

Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein

Appears in 20 contracts

Samples: Solar Photovoltaic Agreement, Solar Photovoltaic Agreement, Solar Photovoltaic Agreement

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Warranties. Seller 4.1 The Service Provider warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free that: It is a company financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserstipulated completion period, all warranties will be considered suspended the Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault best interests of SellerIOM; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement No official of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same shall have been expressly authorized in writing by SellerService Provider any direct or indirect benefit arising from the Agreement or award thereof; (d) Purchaser It has not misrepresented or concealed any material facts in the procurement of this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the Services are provided electrical service conforming under this Agreement; The Price specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable electrical codesterrorism legislation. If, including a dedicated line for power supply and appropriate polarization and grounding during the term of this Agreement, the Service Provider determines there are credible allegations that funds transferred to it in accordance with Seller’s specificationsthis Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, or (e) Purchaser fails to perform timely operating maintenance it will inform IOM immediately who in consultation with the donors as specified appropriate, shall determine an appropriate response. The Service Provider shall ensure that this requirement is included in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinall subcontracts.

Appears in 8 contracts

Samples: General Service Agreement, Conditions of Contract and Contract, Service Agreement

Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding notwithstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein

Appears in 8 contracts

Samples: Solar Photovoltaic Agreement, Solar Photovoltaic Agreement, Solar Photovoltaic Agreement

Warranties. Seller warrants that upon receipt 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 Final Paymentextent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, title to the Equipment Goods shall pass to Purchaser be free from design and clear not withstanding any lender(s) executed securitization of noted any and all Equipmentspecification defects. Seller warrants that all Goods provided will be new and will not be used or refurbished unless so specified on the P.O. Any additional warranties provided by Seller are hereby incorporated by reference. All warranties and Service guaranties shall provide Purchaser under normal use, as defined below, not be exclusive and shall run both to Buyer and to its customers. If Xxxxx identifies a warranty problem with the limited manufacturer's warranties for Goods during the solar modulesapplicable warranty period, inverters Buyer will promptly notify Seller of such problems and, at Seller’s expense and rackingBuyer’s option, either return the Goods to Seller, repair the Goods or have the Goods repaired. Seller shall also provide Purchaser with a Within five (5) year limited system warranty as measured from business days of receipt of any returned Goods, Seller shall, at Buyer's option and Seller’s expense (i) either repair or replace such Goods; or (ii) credit Buyer's account for the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchasersame. Seller shall have no obligation under this warranty not redeliver corrected or rejected goods without disclosing the former rejection or requirement for correction and the corrective action taken, on the packing slip. All costs and expenses and loss of value incurred as a result of or in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, nonconformance and repair, replacement of parts, adjustment, service , or other work on the Equipment correction may be recovered from Seller by equitable price reduction or credit against any amounts that may be owed to Seller under this Contract. Replacement and repaired Goods shall be warranted and shall conform to all specifications and requirements of this Contract and be free from defects in materials and workmanship. This Warranty shall run to Buyer and its successors, assigns and customers, and is transferable to Buyer's customer. If services are to be performed by Purchaseras part of this Contract, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming Seller warrants that it is qualified to applicable electrical codes, including a dedicated line for power supply perform such services and appropriate polarization and grounding warrants all services in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified standards referenced in Seller’s Operator’s Manualany statement of work. Repairs or replacements qualifying under this warranty Seller warrants that all services performed hereunder shall be performed on regularly business days by employees or agents of Seller who are experienced and during Seller’s regular business hours within a reasonable skilled in their profession and in accordance with industry standards. Seller further warrants that all services performed under this Contract, at the time following Purchaser’s request. All requests for warranty fulfillment must of acceptance, shall be made during free from defects in workmanship and conform to the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinrequirements of the Contract.

Appears in 6 contracts

Samples: www.insitu.com, www.insitu.com, www.insitu.com

Warranties. Seller The Supplier warrants that upon all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods and Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Article 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Final PaymentSupplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Equipment shall pass Goods, is fully qualified to Purchaser free sell the Goods to IOM, and clear not withstanding any lender(s) executed securitization of noted any is a company financially sound and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the limited manufacturer's warranties for stipulated completion period, the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components delivery of the solar system Goods in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abusebest interests of IOM; No official, improper application, alteration, accident employee or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault agent of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same shall have been expressly authorized in writing by SellerSupplier any direct or indirect benefit arising from this Agreement or award thereof; (d) Purchaser It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided electrical service conforming under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable electrical codesanti-terrorism legislation. If, including a dedicated line for power supply and appropriate polarization and grounding during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with Seller’s specificationsthis Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, or (e) Purchaser fails to perform timely operating maintenance it will inform IOM immediately who in consultation with the donors as specified appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinall subcontracts.

Appears in 6 contracts

Samples: Conditions of Contract and Contract, Conditions of Contract and Contract, Conditions of Contract and Contract

Warranties. Without prejudice to representations or warranties under law or otherwise given by Seller, Seller expressly warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event guarantees that: (a) the Equipment has been subject to abusegoods shall be (i) fit for their intended purpose, improper application(ii) merchantable, alteration(iii) new, accident or negligence in use(iv) free from liens, storageclaims and/or encumbrances, transportation or handling(v) of good material and workmanship, and such actions or occurrences are not the fault of Seller(vi) free from defects; and (b) the Equipment is used services shall be performed in combination or connection with other equipment, attachments not approved a good and workmanlike manner and in writing by Seller for use in combination or connection accordance with the equipment; highest industry standards. Seller agrees to replace or correct, at Buyer’s sole discretion and without cost to Buyer, any goods not conforming to the foregoing requirements. Seller shall bear all cost of retrieval and redelivery to Buyer’s facility. At Buyer’s sole discretion, Seller shall re-perform any services not performed to Buyer’s satisfaction at no cost to Buyer. The warranty period shall commence upon delivery or acceptance of the goods or performance of the services, whichever is later, and remain valid for one year or the length of Seller’s standard warranty period, whichever is longer. Seller shall ensure Buyer will be afforded all warranties of third parties, including indefeasible title, in and to the goods. Payment shall not constitute acceptance of or satisfaction with the goods or services of Seller or constitute any waiver by Buyer of its rights and remedies hereunder or at law. Seller shall not disseminate or modify Buyer’s drawings, prints and other specifications (ccollectively, “Buyer’s documents”) installationwithout Buyer’s prior written consent. If Buyer furnishes Seller drawings, repair, replacement of parts, adjustment, service , prints or other work on the Equipment is performed by Purchaserspecifications, Purchaser’s customers or any third party, unless the same shall not relieve Seller of any obligations hereunder. Further, Seller shall, prior to the commencement of any work hereunder, have been expressly authorized the obligation to review Buyer’s documents for completeness, accuracy and compliance with all industry regulations and standards. Seller shall immediately notify Buyer of any inconsistency in writing by Seller; (d) Purchaser has not provided electrical service conforming to Buyer’s documents with the Purchase Order, applicable electrical codesregulations, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinstandards.

Appears in 5 contracts

Samples: Agreement, Agreement, Agreement

Warranties. Seller SUPPLIER expressly warrants that upon receipt of the Final Paymentall commodities, title to the Equipment goods, and deliverables furnished or provided under this agreement will be new, will be free from defect in material and workmanship, and shall pass to Purchaser be free and clear not withstanding of all liens, mortgages, security interests or other encumbrances. SUPPLIER further warrants that all such commodities, goods, and deliverables will conform to any lender(s) executed securitization of noted specifications, drawings, statements or representations made to the CITY or otherwise appearing on the containers or labels or advertisements for such items and that any such commodities, goods, and deliverables will be adequately contained, packaged, marked and labeled. SUPPLIER also warrants that all Equipment. Seller shall provide Purchaser under normal usecommodities, as defined belowgoods, and deliverables furnished hereunder or in connection with the limited manufacturer's warranties this agreement will be merchantable and will be safe and appropriate for the solar modules, inverters and rackingpurpose for which items of that kind are normally used. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from If SUPPLIER knows or has reason to know the original date of installation and subsequent approval particular purpose for which the CITY intends to use from Local Township the commodities, goods, or Utility whichever occurs first deliverables, SUPPLIER warrants that such items will be fit for parts such particular purpose. SUPPLIER shall not limit or exclude any implied warranties and labor, on all components any attempt to do so shall render this agreement voidable at the option of the solar system in addition CITY. SUPPLIER agrees to repairs promptly replace or correct defects of any commodities, goods, or deliverables not conforming to portions the foregoing warranties, without expense to the CITY, when notified of roofs directly affected such nonconformity by the installation CITY for up to one year after acceptance of the solar system. Pre-existing conditions including but not limited same, provided the CITY elects to Structural and Electrical defects are not includedprovide the SUPPLIER the opportunity to do so. If Purchaser does not SUPPLIER fails to correct defects in or replace nonconforming commodities, goods, or deliverables, the CITY, after reasonable notice to SUPPLIER, may make payment such corrections or replace such goods and services and charge SUPPLIER for the cost incurred by the CITY in full as provided in this agreement including any change orders doing so. SUPPLIER recognizes that the CITY’s requirements may require immediate repairs, re-working, or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of partsdefective commodities, adjustmentgoods, service or deliverables, without notice to the SUPPLIER. In such event, SUPPLIER shall reimburse the CITY for the costs, delays, or other work on damages which the Equipment is performed by PurchaserCITY has incurred. In the event of a conflict with the length or duration of any warranties involving commodities, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsgoods, or (e) Purchaser fails deliverables provided or sold to perform timely operating maintenance as specified the CITY in Seller’s Operator’s Manual. Repairs connection with this agreement and any other warranties, whichever warranty is longer in duration or replacements qualifying under this warranty tenure shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinprevail.

Appears in 5 contracts

Samples: Agreement, Agreement, Agreement

Warranties. Seller 8.1 The Implementing Partner warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free that: It is an organization financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserstipulated completion period, all warranties will be considered suspended activities in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault best interests of SellerIOM; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement No official of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same Implementing Partner any direct or indirect benefit arising from the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procurement of this Agreement; The Implementing Partner, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the activities are provided under this Agreement; The Contribution specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Implementing Partner shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Implementing Partner shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Implementing Partner becomes aware of any situation where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Implementing Partner will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List (the “UN Sanctions List”) and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with this Agreement have been expressly authorized used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in writing consultation with the donors as appropriate, shall determine an appropriate response. The Implementing Partner shall ensure that this requirement is included in all subcontracts. The Implementing Partner warrants that it shall abide by Sellerthe highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Implementing Partner shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; (d) Purchaser has not provided electrical service conforming to applicable electrical codesa fraudulent practice, defined as any act or omission, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsmisrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract; an obstructive practice, defined as (ei) Purchaser fails deliberately destroying, falsifying, altering or concealing of evidence material to perform timely operating maintenance as specified IOM investigations, or making false statements to IOM investigators in Sellerorder to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days contractual rights of access to information; any other unethical practice contrary to the principles of efficiency and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during economy, equal opportunity and open competition, transparency in the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESprocess and adequate documentation, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinhighest ethical standards in all procurement activities.

Appears in 5 contracts

Samples: Project Implementation Agreement, Project Implementation Agreement, www.idiaspora.org

Warranties. Seller JCI warrants its Services will be provided in a good and workmanlike manner for 90 days from the date of Services. If JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re-perform any non-conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that upon receipt equipment manufactured or labeled by Xxxxxxx Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included90 days. If Purchaser does not make payment in full as provided in this agreement including any change orders JCI installs or extras caused by unforeseen or concealed conditions or requests furnishes a piece of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation equipment under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingAgreement, and that equipment is covered by a warranty from a manufacturer other than JCI, JCI will transfer the benefits of that manufacturer’s warranty, if any, to Customer and such actions or occurrences warranty remedies are not the fault of Seller; (b) the Equipment is used exclusive for that equipment. All transportation charges incurred in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at JCI’s option) the defective equipment; (c) installation. . These warranties do not extend to any Services or equipment that have been misused, repair, replacement of parts, adjustment, service altered, or other work on repaired by Customer or third parties without the Equipment is performed by Purchasersupervision of and prior written approval of JCI, Purchaser’s customers or any third party, unless the same shall if JCI serial numbers or warranty decals have been expressly authorized in writing by Seller; (d) Purchaser has removed or altered. All replaced parts or equipment shall become JCI’s property. This warranty is not assignable. Warranty service will be provided electrical service conforming during normal business hours, excluding holidays. The remedies set forth herein shall be Customer’s sole and exclusive remedy with regards to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying any warranty claim under this Agreement. Any lawsuit based upon the warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during brought no later than one (1) year after the stated expiration of the applicable warranty period. Normal Use for This limitation is in lieu of any Equipment is deemed to be continuousother applicable statute of limitations. Purchaser agrees that THE LIMITED CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE ARE JCI’S SOLE WARRANTIES AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein.

Appears in 4 contracts

Samples: Planned Service Agreement, www.untsystem.edu, www.rcgov.org

Warranties. Seller The Service Provider warrants that: It is a company that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free is financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide the limited manufacturer's warranties for Services fully and satisfactorily, in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the solar modulesbest interests of IOM; No official of IOM or any third party has received from, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured will be offered by, or will receive from the original date Service Provider any direct or indirect benefit arising from the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procurement of installation and subsequent approval this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to use from Local Township or Utility whichever occurs first for parts and laborbe awarded agreements by IOM; It shall take out appropriate insurance coverage, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural the necessary coverage for the Cash Benefits received from IOM for distribution; The Service Fee specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and Electrical defects agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation where IOM’s legal status, privileges or immunities are not includedfully respected, it shall immediately inform IOM; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. If Purchaser does The Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement; and It must not make payment employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable terrorism legislation. If, during the term of this Agreement, the Service Provider determines there are credible allegations that funds transferred to it in full accordance with this Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in consultation with the donors as provided appropriate, shall determine an appropriate response. The Service Provider shall ensure that this requirement is included in all subcontracts. The Service Provider warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract; an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information; or any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Service Provider further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions; Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel; Strongly discourage its employees or other personnel having sexual relationships with IOM Beneficiaries; Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA; Ensure that the SEA provisions are included in all subcontracts; and Adhere to above commitments at all times. The Service Provider expressly acknowledges and agrees that breach by the Service Provider, or by any of the Service Provider’s employees, contractors, subcontractors or agents, of any provision contained in Articles 5.1, 5.2 or 5.3 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to its right to terminate the Agreement, IOM shall be entitled to recover from the Service Provider all losses suffered by IOM in connection with such breach. Assignment and Subcontracting The Service Provider shall not assign or subcontract the activities under this Agreement in whole or in part, unless agreed in writing in advance by IOM. Any subcontract entered into by the Service Provider without approval in writing by IOM may be cause for termination of the Agreement. Notwithstanding such written approval from IOM, the Service Provider shall not be relieved of any liability or obligation under this Agreement nor shall it create any contractual relation between any subcontractor and IOM. The Service Provider shall include in an agreement with a subcontractor all provisions in this agreement Agreement that are applicable to a subcontractor, including relevant Warranties and Special Provisions. The Service Provider remains liable as primary obligor under this Agreement, and it shall be directly responsible to IOM for any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaserfaulty performance under any subcontract. Seller The subcontractor shall have no obligation cause of action against IOM for any breach of the subcontract. Delays, Defaults and Force Majeure Time is of the essence in the performance of this Agreement. If the Service Provider fails to provide the Services within the times agreed to in the Agreement, IOM shall, without prejudice to other remedies under this warranty in Agreement, be entitled to deduct liquidated damages for delay. The amount of such liquidated damages shall be 0.1% of the event that: (a) value of the Equipment has been subject total Service Fee per day or part thereof up to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not a maximum of 10% of the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same Service Fee. IOM shall have been expressly authorized in writing the right to deduct such amount from the Service Provider’s outstanding invoices, if any. Such liquidated damages shall only be applied when delay is caused solely by Seller; (d) Purchaser has the default of the Service Provider. Acceptance of Services delivered late shall not provided electrical service conforming be deemed a waiver of IOM’s rights to applicable electrical codeshold the Service Provider liable for any loss and/or damage resulting therefrom, including nor shall it act as a dedicated line for power supply and appropriate polarization and grounding modification of the Service provider’s obligation to perform further Services in accordance with Seller’s specificationsthe Agreement. In case of failure by the Service Provider materially to perform under the terms and conditions of this Agreement, IOM may, after giving the Service Provider 30 days’ written notice to perform and without prejudice to any other rights or remedies, terminate the Agreement with immediate effect without liability. Neither Party will be liable for any delay in performing or failure to perform any of its obligations under this Agreement if such delay or failure is caused by force majeure, which means any unforeseeable and irresistible act of nature, any act of war (whether declared or not), invasion, revolution, insurrection, terrorism, blockade or embargo, strikes, Governmental or state restrictions, natural disaster, epidemic, public health crisis, and any other circumstances which are not caused by nor within the control of the affected Party. As soon as possible after the occurrence of a force majeure event which impacts the ability of the affected Party to comply with its obligations under this Agreement, the affected Party will give notice and full details in writing to the other Party of the existence of the force majeure event and the likelihood of delay. On receipt of such notice, the unaffected Party shall take such action as it reasonably considers appropriate or necessary in the circumstances, including granting to the affected Party a reasonable extension of time in which to perform its obligations. During the period of force majeure, the affected Party shall take all reasonable steps to minimize damages and resume performance. IOM shall be entitled without liability to suspend or terminate the Agreement if the Service Provider is unable to perform its obligations under the Agreement by reason of force majeure. In the event of such suspension or termination, the provisions of Article 18 (Termination) shall apply. Independent Contractor The Service Provider, its employees and other personnel as well as its subcontractors and their personnel, if any, shall perform all Services under this Agreement as an independent contractor and not as an employee or agent of IOM. Audit The Service Provider agrees to maintain financial records, supporting documents, statistical records and all other records relevant to the Services in accordance with generally accepted accounting principles to sufficiently substantiate all direct and indirect costs of whatever nature involving transactions related to the provision of Services under this Agreement. The Service Provider shall make all such records available to IOM or IOM's designated representative at all reasonable times until the expiration of 7 (seven) years from the date of final payment, for inspection, audit, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manualreproduction. Repairs or replacements qualifying under this warranty On request, employees of the Service Provider shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests available for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereininterview.

Appears in 3 contracts

Samples: Service Agreement, Service Agreement, www.iom.int

Warranties. Seller warrants LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF, THE ABSENCE OR ANY CLAIM OF INFRINGEMENT OR THE LIKE WITH RESPECT TO, OR ANY OTHER MATTER CONCERNING, THE EQUIPMENT AND EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES OR ANY OTHER WARRANTIES IMPLIED BY LAW. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY THE EQUIPMENT OR BY ANY DEFECT THEREIN, OR BY THE USE OR MAINTENANCE OF, OR SERVICING OR ADJUSTMENT TO, THE EQUIPMENT AND, AS TO LESSOR, LEASES THE EQUIPMENT AS-IS AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LESSOR WILL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF OR DAMAGE TO LESSEE'S BUSINESS ON ACCOUNT OF ANY MECHANICAL FAILURE OR DELAY IN CONNECTION WITH THE FURNISHING OR USE OF THE EQUIPMENT. Lessee acknowledges that upon Lessor is not a dealer or manufacturer of equipment of any kind and is not the seller of the Equipment, and that each unit of Equipment is of a type, size, design and capacity selected solely by Lessee. Lessee also acknowledges that Lessor supplies the Equipment without any obligation to install, test, erect, service or maintain the Equipment. If the Equipment is not properly installed, does not operate as represented or warranted by the manufacturer or seller thereof, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof solely against the manufacturer or seller and no such occurrence shall relieve Lessee of any of its obligations under this Lease. The only warranty applicable to any Equipment is the manufacturer's warranty, if any (in the case of new Equipment), and Lessor makes no warranty to Lessee beyond that contained in the manufacturer's warranty, if any. Lessee acknowledges receipt of the Final Paymentmanufacturer's warranty with respect to any new Equipment. So long as Lessee is not in default under this Lease, title Lessor assigns to Lessee any manufacturer's, seller's or other warranty, whether express or implied, on the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, claim that Lessor may have as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components owner of the solar system in addition to repairs to portions of roofs directly affected Equipment against the manufacturer or supplier or any other person. All claims or actions on any warranty shall be made or prosecuted by the installation of the solar system. Pre-existing conditions including but not limited to Structural Lessee, at its sole expense, and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller Lessor shall have no obligation whatsoever to make any claim on such warranty. Any recovery in cash or cash equivalents under this such warranty in shall be made payable jointly to Lessee and Lessor. At Lessor's option, all cash proceeds or cash equivalents from such warranty recovery may be used to repair or replace the event that: (a) the Equipment has been subject Equipment. Lessee shall continue to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming pay rent to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance Lessor as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests Lease, notwithstanding any claim for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinbreach of warranty.

Appears in 3 contracts

Samples: Lease Agreement (Aci Telecentrics Inc), Lease Agreement (Aci Telecentrics Inc), Lease Agreement (Aci Telecentrics Inc)

Warranties. Seller Supplier warrants that upon receipt (a) all goods and/or Services sold pursuant hereto shall be free of any claim by any third person and that Supplier shall convey clear title to Company; (b) all Services furnished hereunder shall be performed by technically competent and qualified personnel in a safe and workmanlike manner, shall conform to the requirements of the Final Payment, title Agreement including any Scope of Work attached as an exhibit to the Equipment Agreement, shall pass be performed in accordance with generally accepted professional standards associated with the particular industry, trade, and/or discipline involved and shall be fit for the purpose for which intended; (c) all goods sold pursuant hereto shall be of new (unless expressly specified otherwise) merchantable quality, free from all defects in design, workmanship and materials, fit for the particular purpose(s) for which purchased and provided in strict accordance with the specifications, samples, drawings, designs and other requirements (including performance specifications) of the Agreement; (d) all Services shall be performed in strict accordance with all applicable laws, regulations, codes, and standards of any governmental agency or entity having jurisdiction; and (e) Supplier has all required permits and licenses necessary to Purchaser free perform the Services and clear that the Services shall conform with all applicable permits and licenses. Copies of such permits or licenses shall be provided to Company upon request. Supplier shall promptly notify Company in writing in the event any permit or license related to this Supplier or to Supplier’s authorization or capacity to perform Services hereunder is revoked or has expired. For goods, if at any time prior to one (1) year from the date that the goods are first used for the purposes intended by Company or two years from the date of final acceptance by Company, whichever occurs first, it appears that the goods or any part thereof do not withstanding conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company’s concurrence, shall promptly correct such nonconformity or replace the nonconforming goods. The warranty period for such corrected or replaced goods shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected or replaced goods. For Services, if at any lender(stime prior to one (1) executed securitization year from the date that the Services are completed, it appears that the Services do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company’s concurrence, shall promptly correct such nonconformity. The warranty period for such corrected Services shall be of noted an equal duration as the original warranty period and shall commence upon acceptance of such corrected Services. If Supplier fails to fulfill its obligations under this paragraph, Company may proceed to make corrections or accomplish the Services by the most expeditious means available, and the cost of cover or correction performed by Company shall be for Supplier’s account. Company shall not be billed for any task(s) performed unsatisfactorily or defective parts, materials and equipment and shall be reimbursed within thirty (30) days by Supplier upon demand of Company if an invoice has been previously paid for such improper or defective Services or goods. Any and all Equipment. Seller shall provide Purchaser under normal useexpenses (including, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural shipping, manufacturing and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused labor expenses) incurred by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty Company in the event that: (a) the Equipment has been subject to abuseexercise of its right hereunder, improper applicationat law and/or in equity, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinreimbursed by Supplier.

Appears in 3 contracts

Samples: www.newlook.dteenergy.com, dtepowerandindustrial.com, dtevantage.com

Warranties. Notwithstanding inspection and acceptance by Purchaser of the Goods or payment, Seller hereby warrants that upon receipt for a period commencing on the date of delivery and ending one (1) year from the date of first operation of the Final PaymentFacility in which the Goods are installed, title all Goods will (I) be free from defects in materials, workmanship and design (to the Equipment shall pass extent design is furnished by or on behalf of Seller); (II) conform to Purchaser free all requirements of this Purchase Order, including all the specifications, drawings, samples or other descriptions referred to in this Purchase Order or furnished by Seller, and clear not withstanding any lender(sotherwise conform to generally accepted industry standards; (III) executed securitization comply with all Applicable Laws and regulations governing the design or manufacture of noted any such items; and all Equipment(IV) meet or exceed the performance standards set forth in this Purchase Order or, if no performance standards are included in the Purchase Order, then the Goods will meet or exceed Seller’s published specifications. Seller further warrants that all materials, goods, and equipment comprising the Goods shall provide Purchaser under be new and unused. This warranty does not include defects to the extent caused by (I) improper operation or maintenance, (II) normal usewear and tear, as defined belowabuse or misuse by Owner and/or Purcha- ser, with or (III) operation outside of the limited manufacturer's warranties for the solar modules, inverters and rackingprescribed performance spe- cifications. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from shall, at Seller’s expense, promptly repair or replace any Goods that fail to meet the original date of installation foregoing and subsequent approval to use from Local Township any resul- ting re-work or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected property damage caused by the installation of the solar systemdefective Goods or such repair or replacement. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in In the event that: (a) the Equipment has been subject that Seller is unable or unwilling to abusetake corrective action, improper application, alteration, accident then Owner or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding may do so in accordance with Seller’s specifications, Article 10 (Back-charges). Any- thingwhich is repaired or (e) Purchaser fails replaced pursuant to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s requestwarranted for an additional period of one (1) year from the date of repair or replacement. All requests warranties provided herein shall extend and inure to the benefit of Owner and may be enfor- ced by Owner as if Owner were a party to this Purchase Order. Seller shall obtain, for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed benefit of Purchaser and Owner, writ- ten warranties and guarantees which are consistent with and no less stringent than this Article 13 from its Sub-suppliers with respect to their materials, equipment, and workmanship to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinincorporated into the Goods.

Appears in 3 contracts

Samples: www.lisega.de, www.lisega.de, www.lisega.de

Warranties. Seller The Vendor warrants that upon receipt any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standards of the Final PaymentVendor's industry in the United States and shall meet or exceed the Vendor's specifications on performance as detailed in the Vendor's brochures, title sales literature and other specifications as may be available to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all EquipmentCounty. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in In addition to repairs any other express or implied warranties, the Vendor warrants that the Material furnished pursuant to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties Order will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatbe: (a) the Equipment has been subject to abusefree from defects in title, improper application, alteration, accident or negligence in use, storage, transportation or handling, workmanship and such actions or occurrences are not the fault of Sellermaterial; (b) free from defects in design except to the Equipment is used in combination or connection extent that such items comply with other equipment, attachments not approved in writing detailed designs provided by Seller for use in combination or connection with the equipmentCounty; (c) installationof merchantable quality and suitable for the purposes, repairif any, replacement which are stated on this Order. If any material covered by this Order is found not to be as warranted, the County may, by written notice to the Vendor: (a) rescind this Order as to such nonconforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non- conforming Material and require the delivery of partssuitable replacements. If the Vendor fails to deliver suitable replacements promptly, adjustmentthe County, service with notice of five business days, may replace or correct such Material and charge the Vendor the additional cost occasioned the County thereby, or other work on terminate this Order for default. Any items corrected or furnished in replacement are subject to all the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless provisions of this article entitled WARRANTIES to the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codesextent as items initially furnished or originally ordered. Cost of replacement, including a dedicated line for power supply rework, inspection, repackaging and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty transportation of such corrected Material shall be performed on regularly business days at the Vendor's expense. This warranty provision shall survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Order and during Seller’s regular business hours within a reasonable time following Purchaser’s requestsuch warranties shall run to the County, its successors, assigns, employees, students, and users of the Material. All requests Nothing herein, however, shall limit the County's rights in law or equity for warranty fulfillment must be made damages resulting from delivery of defective goods or damage caused during the stated warranty perioddelivery of goods or provision of services. Normal Use for Rights granted to the County in this article entitled WARRANTIES are in addition to any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties other rights or guarantees beyond those remedies provided hereinelsewhere in this Order or in Law.

Appears in 3 contracts

Samples: suffolkcountyny.gov, www.suffolkcountyny.gov, www.suffolkcountyny.gov

Warranties. Seller 4.1 The Service Provider warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free that: It is a company financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserstipulated completion period, all warranties will be considered suspended the Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault best interests of SellerIOM; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement No official of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same Service Provider any direct or indirect benefit arising from the Agreement or award thereof; It has not misrepresented or concealed any material facts in the in the procurement of this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement; The Price(s) specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been expressly authorized used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in writing consultation with the donors as appropriate, shall determine an appropriate response. The Service Provider shall ensure that this requirement is included in all subcontracts. The Service Provider warrants that it shall abide by Sellerthe highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; (d) Purchaser has not provided electrical service conforming to applicable electrical codesa fraudulent practice, defined as any act or omission, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsmisrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract. an obstructive practice, defined as (ei) Purchaser fails deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information. any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Service Provider further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying activities under this warranty Agreement (“other personnel”). For the purpose of this Agreement, SEA shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereininclude:

Appears in 3 contracts

Samples: Medical Services Agreement, www.iom.int, romania.iom.int

Warranties. Seller In addition to all other warranties, express or implied in law, Supplier warrants that upon receipt all products delivered hereunder shall be merchantable, free from defects in workmanship and materials, and shall strictly conform to applicable specifications including performance specifications, drawings and approved samples, if any, and will be fit and sufficient for the purposes intended, and, if of Supplier's design, will be free from design defects. Supplier further warrants that all products shall be in conformance with the most current standards established by the Occupational Safety and Health Act of 1970 and the Consumer Product Safety Act of 1972 as amended. In addition, Supplier warrants that all of Supplier’s employees are aware of their contribution to product or service conformity, as well as their contribution to product safety, and the importance of ethical behavior. All warranties including service warranties and guarantees shall run to ACA, its customers and subsequent owners of the Final Paymentproducts or end products of which they are a part. In the event of a breach hereunder, title ACA may require that the products be repaired or replaced by Supplier, or ACA may return all or some of the products to Supplier for refund or ACA may retain the Equipment products. In the event ACA retains the products, the price of this Purchase Order shall pass be equitably reduced. ACA may replace such products with similar products and charge the Supplier the cost occasioned to Purchaser free ACA thereby. ACA shall also have the option to perform or have performed by others the necessary repairs and clear not withstanding charge the cost of such repairs to Supplier. Transportation charges to and from Supplier's plant and other incidental expenses and responsibility for defective products while in transit shall be borne by Supplier. In the event of a breach of any lender(s) executed securitization of noted the warranties herein provided or of any warranties express or implied in law, Supplier agrees to pay and indemnify ACA, its customers or subsequent owners for all liability, loss, costs and expenses resulting from such breach including the cost of tests performed by ACA in determining whether a breach has occurred, and all Equipmentcosts of disassembly and reassembly, attorney's fees and costs of litigation. Seller The rights and remedies of ACA herein provided shall provide Purchaser under normal usenot be construed to negate, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service replace, or other work on the Equipment is performed limit, but shall be additional to any rights of ACA as a result of breach of warranty by PurchaserSupplier by virtue of any applicable laws or regulations. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. Except for latent defects, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsfraud, or (e) Purchaser fails gross mistake amounting to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under fraud, the term of this warranty shall be performed on regularly business days twelve (12) months after delivery to and during Seller’s regular business hours within a reasonable time following Purchaser’s requestacceptance by ACA's customer or twenty-four (24) months after delivery to and acceptance by ACA, whichever first occurs. All requests for Any products corrected or furnished in replacement by Supplier pursuant to this paragraph shall also be subject to all the provisions of this paragraph to the same extent as products initially delivered. The warranty fulfillment must with respect to such products shall be made during equal in duration to that herein set forth and shall run from the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties date of delivery and acceptance by ACA of such corrected or guarantees beyond those provided hereinreplaced products.

Appears in 3 contracts

Samples: Terms and Conditions, astronautics.com, astronautics.com

Warranties. Seller warrants that upon receipt All materials and equipment shall be fully guaranteed against defects in material and workmanship for a period of following date of the Final Paymentdelivery. Should any defect be noted by the owner, title the Purchasing Office will notify CONTRACTOR of such defect or non- conformance. Notification will state either (1) that CONTRACTOR shall replace or correct, or (2) COUNTY does not require replacement or correction, but an equitable adjustment to the Equipment contract price will be negotiated. If CONTRACTOR is required to correct or replace, it shall pass be at no cost to Purchaser free COUNTY and clear not withstanding shall be subject to all provisions of this clause to the same extent as materials initially delivered. If CONTRACTOR fails or refuses to replace or correct the deficiency, the office issuing the purchase order may have the materials corrected or replaced with similar items and charge CONTRACTOR the costs occasioned thereby or obtain an equitable adjustment in the contract price. CONTRACTOR agrees that the supplies or services furnished under this AGREEMENT shall be covered by the most favorable commercial warranties CONTRACTOR gives any lender(s) executed securitization of noted any customer for such supplies or services and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with that the limited manufacturer's warranties for the solar modules, inverters rights and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system remedies provided therein are in addition to repairs and do not limit those available to portions of roofs directly affected by the installation of the solar systemCOUNTY. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the PurchaserCONTRACTOR warrants that, unless otherwise specified, all warranties will be considered suspended materials and non-enforceable until full payment is received from equipment incorporated in the Purchaser. Seller shall have no obligation work under this warranty in the event that: (a) the Equipment has been subject to abuseAGREEMENT shall be new, improper application, alteration, accident or negligence in use, storage, transportation or handlingfirst class, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsthe Agreement Documents. CONTRACTOR further warrants that all workmanship shall be of the highest quality in the trade, profession, or (e) Purchaser fails to perform timely operating maintenance as specified industry and in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty accordance with Agreement Documents and shall be performed on regularly business days by persons qualified in their respective trades. Work not conforming to these warranties shall be considered defective. This warranty of materials and during Seller’s regular business hours within a reasonable time following Purchaser’s requestworkmanship is separate and independent from and in addition to any other guarantees in this AGREEMENT. All requests for warranty fulfillment A copy of all warranties must be made during furnished with the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinexecuted AGREEMENT.

Appears in 3 contracts

Samples: Services Agreement, Services Agreement, Services Agreement Number:

Warranties. Seller warrants that upon receipt 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 Final Paymentextent Goods are not manufactured pursuant to detailed designs and specifications furnished by Buyer, title to the Equipment Goods shall pass to Purchaser be free from design and clear not withstanding any lender(s) executed securitization of noted any and all Equipmentspecification defects. Seller warrants that all Goods provided will be new and will not be used or refurbished unless so specified on the P.O. Any additional warranties provided by Seller are hereby incorporated by reference. All warranties and Service guaranties shall provide Purchaser under normal use, as defined below, not be exclusive and shall run both to Buyer and to its customers. If Xxxxx identifies a warranty problem with the limited manufacturer's warranties for Goods during the solar modulesapplicable warranty period, inverters Buyer will promptly notify Seller of such problems and, at Seller’s expense and rackingBuyer’s option, either return the Goods to Seller, repair the Goods or have the Goods repaired. Seller shall also provide Purchaser with a Within five (5) year limited system warranty as measured from business days of receipt of any returned Goods, Seller shall, at Buyer's option and Seller’s expense (i) either repair or replace such Goods; or (ii) credit Buyer's account for the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchasersame. Seller shall have no obligation under this warranty not redeliver corrected or rejected Goods without disclosing the former rejection or requirement for correction and the corrective action taken, on the packing slip. All costs and expenses and loss of value incurred as a result of or in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, nonconformance and repair, replacement of parts, adjustment, service , or other work on the Equipment correction may be recovered from Seller by equitable price reduction or credit against any amounts that may be owed to Seller under this Contract. Replacement and repaired Goods shall be warranted and shall conform to all specifications and requirements of this Contract and be free from defects in materials and workmanship. This Warranty shall run to Buyer and its successors, assigns and customers, and is transferable to Buyer's customer. If services are to be performed by Purchaseras part of this Contract, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming Seller warrants that it is qualified to applicable electrical codes, including a dedicated line for power supply perform such services and appropriate polarization and grounding warrants all services in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified standards referenced in Seller’s Operator’s Manualany statement of work. Repairs or replacements qualifying under this warranty Seller warrants that all services performed hereunder shall be performed on regularly business days by employees or agents of Seller who are experienced and during Seller’s regular business hours within a reasonable skilled in their profession and in accordance with industry standards. Seller further warrants that all services performed under this Contract, at the time following Purchaser’s request. All requests for warranty fulfillment must of acceptance, shall be made during free from defects in workmanship and conform to the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinrequirements of the Contract.

Appears in 3 contracts

Samples: www.insitu.com, www.insitu.com, www.insitu.com

Warranties. Seller Supplier warrants that (a) all goods and/or services sold pursuant hereto will be free of any claim by any third person and that Supplier will convey clear title to Company; (b) all services furnished hereunder shall be performed by technically competent and qualified personnel in a safe and workmanlike manner, shall conform to the requirements of this Order including any specifications attached or referenced herein, shall be performed in accordance with the highest generally accepted professional standards associated with the particular industry, trade, and/or discipline involved and shall be fit for the purpose for which intended; (c) all goods sold pursuant hereto will be of new (unless expressly specified otherwise) merchantable quality, free from all defects in design, workmanship and materials, fit for the particular purpose(s) for which purchased and provided in strict accordance with the specifications, samples, drawings, designs and other requirements (including performance specifications) of this Order; (d) all work hereunder shall be performed in strict accordance with all applicable laws, regulations, codes, and standards of any governmental agency or entity having jurisdiction; and (e) Supplier has all required permits and licenses necessary to perform the services and that its services will conform with all applicable permits and licenses. Copies of such permits or licenses shall be provided to Company upon receipt request. Supplier will promptly notify Company in writing in the event any permit or license related to this Supplier or to Supplier's authorization or capacity to perform hereunder is revoked or has expired. For goods, if at any time prior to one (1) year from the date that the goods are first used for the purposes intended by Company or four (4) years from the date of final acceptance by Company, whichever occurs first, it appears that the goods or any part thereof do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company's concurrence, shall promptly correct such nonconformity or replace the nonconforming goods. The warranty period for such corrected or replaced goods shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected or replaced goods. For services, if at any time prior to two (2) years from the date that the services are completed, it appears that the services do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company's concurrence, shall promptly correct such nonconformity. The warranty period for such corrected services shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected service. If Supplier fails to fulfill its obligations under this paragraph, Company may reject or revoke acceptance and cover by purchasing substitute goods or may proceed to make corrections or accomplish Supplier's work by the most expeditious means available. The cost of cover or correction SERVICE ORDER TERMS AND CONDITIONS (TC1003) performed by Company shall be for Supplier's account. Company shall not be billed for any task(s) performed unsatisfactorily or defective parts, materials and equipment and shall be reimbursed within thirty (30) days by Supplier upon demand of Company if an invoice has been previously paid for such improper or defective work or goods. The cost of cover or correction performed by Company shall be for Supplier's account. Supplier's liability hereunder shall extend to all damages proximately caused by the breach of the Final Paymentforegoing warranties, title to the Equipment shall pass to Purchaser free including incidental damages such as removal and clear not withstanding any lender(s) executed securitization of noted any reinstallation costs, inspections costs and all Equipmentshipping costs. Seller shall provide Purchaser under normal useAny and all expenses (including, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural shipping, manufacturing and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused labor expenses) incurred by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty Company in the event that: (a) the Equipment has been subject to abuseexercise of its right hereunder, improper applicationat law and/or in equity, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinreimbursed by Supplier.

Appears in 2 contracts

Samples: Service Order Terms And, Service Order Terms And

Warranties. Seller warrants that upon receipt If requested by the Contract Administrator, the Consultant must, prior to Completion (as defined in the Construction Contract) of the Final PaymentWorks or a Stage or Section (both as defined in the Construction Contract), title provide the Contract Administrator with the following minimum warranties, in the form of the Collateral Warranty (as defined in the Construction Contract), for the following warranty periods: Description Warranty Period [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] Operation and Maintenance Manuals If requested by the Contract Administrator and to the Equipment shall pass extent that the Services are relevant, the Consultant must, prior to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, Completion (as defined below, with in the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5Construction Contract) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system Works or a Stage or Section (both as defined in addition the Construction Contract): assist in the compilation of specific operation and maintenance manuals for each aspect of the Works or the Stage or Section (both as defined in the Construction Contract), including obtaining and coordinating information provided by the Consultant and its subconsultants; without limiting paragraph (a): prior to the commencement of commissioning of the Works or the Stage or Section (both as defined in the Construction Contract), provide one copy of draft operation and maintenance manuals in respect of each aspect of the Works or the Stage or Section (both as defined in the Construction Contract) (Draft Operation and Maintenance Manuals) to the Contract Administrator for approval; within 14 days of the completion of the commissioning of the Works or the Stage or Section (both as defined in the Construction Contract), provide one copy of all operation and maintenance manuals in respect of the Works or the Stage or Section (both as defined in the Construction Contract) which have been amended during commissioning (Draft Amended Operation and Maintenance Manuals) (such amendments being clearly indicated in each Draft Amended Operation and Maintenance Manual) to the Contract Administrator for approval; resubmit the Draft Operation and Maintenance Manuals and the Draft Amended Operation and Maintenance Manuals to the Contract Administrator as necessary; and once approved by the Contract Administrator, submit the number of copies of the final, approved versions of the Draft Operation and Maintenance Manuals and the Draft Amended Operation and Maintenance Manuals (Final Operation and Maintenance Manuals) set out in the Contract Particulars to the Contract Administrator. For the purposes of this clause 3: catalogues, sales brochures and other documents giving general information in respect of aspects of the Works or the Stage or Section (both as defined in the Construction Contract) will not be acceptable; all manuals must be sufficiently comprehensive for routine maintenance, overhaul and repairs to portions be carried out by personnel who are qualified to undertake maintenance work but who are not necessarily familiar with any particular aspect of roofs directly affected the Works or the Stage or Section (both as defined in the Construction Contract); and without limiting the generality of this clause 3, the manuals must be securely bound in 2 ring binders and include: a comprehensive list of contents including illustrations and drawings; function, application, specification and comprehensive technical data of all equipment including sub-assemblies, proprietary items, and system circuit and schematic diagrams where applicable; a description of the equipment and its principles of operation; routine maintenance and lubrication schedules; dismantling and re-assembly procedures; trouble-shooting suggestions; a complete lists of parts; a list of spare parts recommended to be held in stock; the procedure for ordering spare parts; clear and comprehensive illustrations and/or drawings with parts readily identifiable; text which is clearly printed on good quality A4 size matt paper, not less than 95 gsm; the matters specified in the Contract Particulars; and any other matter required by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinContract Administrator.

Appears in 2 contracts

Samples: Commonwealth of Australia, Commonwealth of Australia

Warranties. Unless otherwise stated in the purchase order, Seller warrants to Buyer that for a period of three (3) years from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material and design; (b) conform to applicable specifications, drawings, designs, samples and other requirements specified by Buyer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests or other encumbrances; (f) not infringe or misappropriate any third party's patent or other intellectual property rights; (g) be new, unused and in the original manufacturers packaging; and (h) be free of any unapproved or counterfeit parts. Seller warrants that upon receipt of the Final Payment, title all Services will: (a) conform to the Equipment shall pass to Purchaser free applicable specifications and clear other requirements specified by Buyer; (b) be performed in a professional manner in accordance with industry standards, and (c) not withstanding infringe or misappropriate any lender(s) executed securitization of noted any and all Equipmentthird party’s patent or other international property rights. Seller shall notify Buyer immediately after it becomes aware of a breach of the any of the forgoing Purchased Items warranties. At Buyer’s request, Seller shall provide Purchaser under normal usea Certificate of conformity, test reports, or authorized release certificates, as defined belowapplicable, with the limited manufacturer's respect to any Purchased Items. These warranties survive any delivery, inspection, acceptance or payment of or for the solar modules, inverters Purchased Items by Buyer. These warranties are cumulative and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions any other warranty provided by law or equity. Any applicable statute of roofs directly affected by limitations runs from the installation date of Buyer's discovery of the solar systemnoncompliance of the Purchased Items with the foregoing warranties. Pre-existing conditions including If Buyer gives Seller notice of noncompliance with this Section, Seller shall, at its own cost and expense, promptly replace, repair, or reperform (in the case of Services) the defective or nonconforming Purchased Items and pay for all related expenses, including, but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment (in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests the case of Goods), transportation charges for the return of the Purchaser, all warranties will be considered suspended defective or nonconforming goods to Seller and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject delivery of repaired or replacement Goods to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinBuyer.

Appears in 2 contracts

Samples: fusionww.com, www.fusionww.com

Warranties. Seller warrants that upon receipt of the Final PaymentFor any construction or installation, title Tenant shall ---------- receive, to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization extent possible, the benefit of noted any and all Equipmentwarranties from contractors, subcontractors, material suppliers, equipment suppliers, architects, engineers or others in connection with the Premises; however, Landlord will not have any obligation to bring any action to enforce any warranty claim. Seller Landlord shall provide Purchaser under normal usebe deemed to have warranted to Tenant, as defined belowat the time of delivery to Tenant of the Premises upon Substantial Completion: (i) that Landlord's Work has been Substantially Completed in accordance with the Tenant Improvements Plans and Specifications, with such modifications as are permitted under the limited manufacturer's warranties for terms of this Lease or approved by Tenant; (ii) that the solar moduleselectrical, inverters plumbing, HVAC and racking. Seller shall also provide Purchaser with a five other mechanical systems in the Building and serving the Premises are in good working order and condition and conform to the requirements (5where applicable to the Premises) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided contained in this agreement including any change orders or extras caused Lease; (iii) that the Premises are served by unforeseen or concealed conditions or requests of water, electricity and other utilities; (iv) that the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingPremises are served by sewer, and such actions or occurrences are not sewer system, as installed, is of sufficient capacity to serve the fault of SellerBuilding when fully occupied; and (bv) the Equipment Landlord's Work is used free of material defects in combination materials or connection with workmanship. Notwithstanding the foregoing, Landlord's warranties shall exclude, and Landlord shall not be responsible for (1) any damage or defects arising out of (or aggravated by) the acts or omissions of Tenant, and/or any other equipmentTenant Invitee, attachments not approved (2) ordinary wear and tear, and (3) except to the extent provided in writing by Seller for use in combination Article VI, routine maintenance, repairs and/or replacements and/or any damage or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , defects due to neglect or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming failure to applicable electrical codes, including a dedicated line for power supply provide proper maintenance and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance repairs. Landlord's warranties as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty set forth herein shall be performed on regularly business days limited to items as to which Tenant gives Landlord written notice within twelve (12) months of the Substantial Completion Date and during Seller’s regular business hours within in any event with respect to the Building's HVAC system shall extend for not less than a reasonable time full cooling and heating season following Purchaser’s requestSubstantial Completion of the Premises. All requests Except for warranty fulfillment must be made during the express warranties set forth in this Section 3.1(e), Landlord disclaims all warranties (express or implied) with respect to the Landlord's Work, and Tenant hereby releases all warranties not expressly stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinin this Section 3.1(e).

Appears in 2 contracts

Samples: Lease (Learningstar Inc), Lease (Smarterkids Com Inc)

Warranties. Seller The Supplier warrants that upon all Goods supplied under this Agreement shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. The Supplier warrants that all Goods supplied under this Agreement are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Agreement. All Goods and Services delivered under this Agreement will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under any warranty contained in Articles 9.1 or 9.2 of this Agreement. Upon receipt of such notice, the Final PaymentSupplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of any of IOM’s rights regarding the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Equipment Goods, is fully qualified to sell the Goods to IOM, and is a company financially sound and duly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the stipulated completion period, all the Services in accordance with this Agreement; It shall pass comply with all applicable laws, ordinances, rules and regulations when performing its obligations under this Agreement; In all circumstances it shall act in the best interests of IOM; No official of IOM or any third party has received from, will be offered by, or will receive from the Supplier any direct or indirect benefit arising from this Agreement or award thereof; It has not misrepresented or concealed any material facts in the procurement of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to Purchaser free be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Prices specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the personnel and clear agents of either of them, similarly, shall not withstanding receive any lender(s) executed securitization additional remuneration. It shall respect the legal status, privileges and immunities of noted IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Supplier will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all Equipmentother applicable anti-terrorism legislation. Seller shall If, during the term of this Agreement, the Supplier determines there are credible allegations that funds transferred to it in accordance with this Agreement have been used to provide Purchaser under normal usesupport or assistance to individuals or entities associated with terrorism, as defined below, it will inform IOM immediately who in consultation with the limited manufacturer's warranties donors as appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in all subcontracts. The Supplier warrants that it shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminator or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Supplier shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; a fraudulent practice, defined as any act or omission, including a misrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract; an obstructive practice, defined as (i) deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information; any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Supplier further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for the solar modulessexual favours or activities, inverters including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and rackingphysical intrusion of a sexual nature whether by force or under unequal or coercive conditions. Seller shall also provide Purchaser Engaging in sexual activity with a five person under the age of 18 (5) year limited system warranty as measured from “child”), except if the original date child is legally married to the concerned employee or other personnel and is over the age of installation majority or consent both in the child’s country of citizenship and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components in the country of citizenship of the solar system concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on the person who has committed SEA. Ensure that the SEA provisions are included in all subcontracts. Adhere to above commitments at all times. The Supplier expressly acknowledges and agrees that breach by the Supplier, or by any of the Supplier’s employees, contractors, subcontractors or agents, of any provision contained in Articles 9.4, 9.5 or 9.6 of this Agreement constitutes a material breach of this Agreement and shall entitle IOM to terminate this Agreement immediately on written notice without liability. In the event that IOM determines, whether through an investigation or otherwise, that such a breach has occurred then, in addition to repairs its right to portions of roofs directly affected by terminate the installation of the solar system. Pre-existing conditions including but not limited Agreement, IOM shall be entitled to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received recover from the Purchaser. Seller shall have no obligation under this warranty Supplierall losses suffered by IOM in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinsuch breach.

Appears in 2 contracts

Samples: Long Term Agreement, www.iom.int

Warranties. Seller hereby represents, warrants that upon receipt and covenants to Buyer as follows: i) The Services shall be performed using personnel, equipment, and material qualified or suitable to perform the processing contemplated by this Agreement and shall be performed in a careful and workmanlike manner in accordance with the highest accepted standards of the Final Paymentindustry at the time of performance and with the provisions of this Agreement; ii) Each shipment of Finished Product to Buyer shall be free of any claim of any nature by any third party. Any equipment utilized in connection with performance hereunder shall be safe and in proper working order and conform to all applicable regulatory requirements and any materials utilized shall be of good quality and will conform to all applicable regulatory requirements; and iii) Seller shall comply with the requirements of federal, title provincial and local laws, rules, regulations and ordinances applicable to the Equipment shall pass processes to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal usebe performed hereunder, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserwithout limitation, all warranties will be considered suspended and non-enforceable until full payment is received from laws governing the Purchasergeneration, handling, storage, treatment, or disposal of waste. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuseobtained all licenses, improper applicationpermits, alterationapprovals, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service registrations, or other work on the Equipment is performed documents which are or shall be required for its performance hereunder. Iv) Seller has complied with all specifications provided by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser Buyer and has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use substituted for any Equipment component, regardless of whether such substitute is deemed to be continuousconsidered equivalent, without the express written approval of Buyer. Purchaser agrees that SELLER WARRANTS THAT AT THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASERTIME OF DELIVERY (I) PRODUCT IS FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES AND SECURITY INTERESTS; AND (II) PRODUCT COMPLIES WITH SELLER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION PUBLISHED SPECIFICATIONS (OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION AS OTHERWISE REFERENCED IN THE LIMITED WARRANTIESCONTRACT). THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU SELLER MAKES NO OTHER WARRANTY OR GUARANTEE OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED ANY KIND, EXPRESS OR IMPLIED, INCLUDING, INCLUDING WITHOUT LIMITATION, LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR MERCHANTABILITY. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinANY TECHNICAL SUPPORT, ASSISTANCE OR ADVICE FURNISHED OR RECOMMENDATION MADE BY SELLER OR ITS REPRESENTATIVE CONCERNING ANY USE OR APPLICATION OF ANY PRODUCT IS BELIEVED TO BE RELIABLE AND IS AT NO CHARGE AND AN ACCOMMODATION TO BUYER. SELLER MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ITS ACCURACY OR COMPLETENESS OR OF THE RESULTS TO BE OBTAINED WITH REGARD TO ANY HANDLING OF ANY PRODUCT, BUYER ASSUMES FULL RESPONSIBILITY FOR QUALITY CONTROL, TESTING AND DETERMINATION OF SUITABILITY OF PRODUCT FOR ITS INTENDED APPLICATION OR USE.

Appears in 2 contracts

Samples: Services Terms and Conditions, Services Terms and Conditions

Warranties. Seller 8.1 Supplier represents and warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (ai) upon delivery of the Goods by Iron Mountain, Iron Mountain will have full title guarantee free from all third party rights in the Goods, (ii) the Equipment has Goods will conform with their description (including all performance specifications established by Iron Mountain and/or set forth in Supplier’s product literature for the Goods or on the Purchase Order), and (where relevant) such Goods have been subject designed and manufactured so as to abuseconform to the specifications, improper application(iii) the Goods will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, alterationexpressly or by implication, accident or negligence and in usethis respect Iron Mountain relies on the Supplier’s skill and judgment, (iv) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months following acceptance unless otherwise set out in the Agreement, (v) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, transportation handling and delivery of the Goods, (vi) Iron Mountain shall have the right to inspect and test the Goods at any time before delivery, (vii) no part of the Goods or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service Services, or other work on the Equipment is performed by PurchaserIron Mountain’s use thereof, Purchaser’s customers will breach or infringe any Intellectual Property Rights of any third party, unless (viii) Supplier has the same right and authority to provide Iron Mountain with the Goods or Services and its entering into this Agreement shall have been expressly authorized not conflict with any contractual or other relationships to which Supplier is bound (ix) in writing by Seller; the case of Services, the Services shall be performed with all due care and skill, (dx) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding Services will at all times be performed in accordance with Sellerprevailing industry or professional standards by personnel that are familiar with Iron Mountain’s specificationsrequirements and have appropriate skill, or (e) Purchaser fails training, and background to perform timely such Services in a compliant manner and in accordance with prevailing commercial practices and standards in the industry for similar services, (xi) in addition, Supplier is responsible for obtaining and maintaining all necessary licenses, permits and other operating maintenance authorisations required to furnish the Goods or for the performance of Services, (xii) the Services will conform with all descriptions and specifications provided to Iron Mountain by the Supplier and with the Statement of Work, (xiii) the Services and Deliverables will be provided in accordance with all applicable legislation from time to time in force, and the Supplier will inform Iron Mountain as specified soon as it becomes aware of any changes in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinlegislation.

Appears in 2 contracts

Samples: www.ironmountain.ca, edge.sitecorecloud.io

Warranties. Seller The Supplier warrants that upon and undertakes that: it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract; it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; it has and shall maintain a properly documented system of quality processes covering all aspects of its obligations under this Contract and/or under Law and/or Guidance and shall at all times comply with such quality processes; it shall not make any significant changes to its system of quality processes in relation to the Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements; receipt of the Final Payment, title Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied or made available to the Equipment Authority as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights; it will comply with all Law, Guidance and Policies in so far as is relevant to the provision of the Services; it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall pass fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff; unless otherwise set out in the Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to Purchaser free provide the Services; without limitation to the generality of Clause 32.1.7 of this Schedule 2, it shall comply with all health and clear not withstanding safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any lender(s) executed securitization of noted notices or instructions given to the Supplier by the Authority and/or any and all Equipment. Seller shall provide Purchaser under normal usecompetent body, as defined belowrelevant to the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract; without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the limited performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; any equipment it uses in the provision of the Services shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer's warranties ’s specification; unless otherwise confirmed by the Authority in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that any products purchased by the Supplier partially or wholly for the solar modules, inverters and racking. Seller shall also provide Purchaser purposes of providing the Services will comply with a requirements five (5) year limited system warranty to eight (8), as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components set out at Annex 1 of the solar system Cabinet Office Procurement Policy Note - Implementing Article 6 of the Energy Efficiency Directive (Action Note 07/14 3rd June 2014), to the extent such requirements apply to the relevant products being purchased; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems; it will promptly respond to all requests for information regarding this Contract and the provision of the Services at the frequency and in addition the format that the Authority may reasonably require; all information included within the Supplier’s responses in the Specification and Tender Response Document and all accompanying materials is accurate; it has the right and authority to repairs enter into this Contract and that it has the capability and capacity to portions of roofs directly affected fulfil its obligations under this Contract; it is a properly constituted entity and it is fully empowered by the installation terms of its constitutional documents to enter into and to carry out its obligations under this Contract and the documents referred to in this Contract; all necessary actions to authorise the execution of and performance of its obligations under this Contract have been taken before such execution; there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the solar system. Pre-Supplier; there are no material agreements existing conditions including but not limited to Structural which the Supplier is a party which prevent the Supplier from entering into or complying with this Contract; it has and Electrical defects are not included. If Purchaser does not make payment in full will continue to have the capacity, funding and cash flow to meet all its obligations under this Contract; and it has satisfied itself as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests to the nature and extent of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation risks assumed by it under this warranty Contract and has gathered all information necessary to perform its obligations under this Contract and all other obligations assumed by it. The Supplier warrants that all information, data and other records and documents required by the Authority as set out in the event that: (a) Specification and Tender Response Document shall be submitted to the Equipment has been subject Authority in the format and in accordance with any timescales set out in the Specification and Tender Response Document. Without prejudice to abusethe generality of Clause 32.2 of this Schedule 2, improper application, alteration, accident or negligence the Supplier acknowledges that a failure by the Supplier following the Actual Services Commencement Date to submit accurate invoices and other information on time to the Authority may result in use, storage, transportation or handling, and such actions or occurrences are not the fault commissioner of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service health services, or other work entity responsible for reimbursing costs to the Authority, delaying or failing to make relevant payments to the Authority. Accordingly, the Supplier warrants that, from the Actual Services Commencement Date, it shall submit accurate invoices and other information on time to the Equipment is performed by PurchaserAuthority. The Supplier warrants and undertakes to the Authority that it shall comply with any eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier to enable the Authority to comply with such eProcurement Guidance. The Supplier warrants and undertakes to the Authority that, Purchaser’s customers as at the Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any third partylitigation that it is involved in that is in connection with any Occasions of Tax Non-Compliance. If, unless at any point during the Term, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Authority in writing of such fact within five (5) Business Days of its occurrence; and promptly provide to the Authority: details of the steps which the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same shall from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Authority may reasonably require. The Supplier further warrants and undertakes to the Authority that it will inform the Authority in writing immediately upon becoming aware that any of the warranties set out in Clause 32 of this Schedule 2 have been expressly authorized in writing by Seller; (d) Purchaser has not breached or there is a risk that any warranties may be breached. Any warranties provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall Contract are both independent and cumulative and may be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during enforced independently or collectively at the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinsole discretion of the enforcing Party.

Appears in 2 contracts

Samples: NHS Terms And, NHS Terms And

Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED CONTAINED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE THIS AGREEMENT ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ANY AND ALL OTHER WARRANTIES WARRANTIES, EXPRESS, IMPLIED OR GUARANTEES WHETHER EXPRESSED OR IMPLIEDSTATUTORY, INCLUDINGEXCEPT AS TO TITLE, WITHOUT LIMITATION, AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE ARE HEREBY DISCLAIMED BY THE SUPPLIER AND EXCLUDED FROM THIS AGREEMENT. Seller’s agents In no event shall Supplier have any warranty obligation to any person with respect to products purchased from someone other than Supplier or one of its contract distributors. Standard Products of Supplier (those products appearing on Supplier's official price list) are warranted to be free from defects in materials and workmanship and, when tested, to meet the applicable published specification as of the date hereof. Development Products of Supplier (those products not appearing on Supplier's official price list) are warranted to be free from defects in materials and workmanship and to meet the agreed to applicable specification supplied by Buyer to Supplier as of the date of this agreement. Unless otherwise specifically agreed to in writing signed by Supplier, Supplier's warranty shall extend for one year from the date of invoice or until Buyer resells the respective product(s), whichever date first occurs. The liability of Supplier under the warranty as herein set forth is limited solely to replacing, repairing or issuing credit (each at the discretion of supplier) for such products that are defective at the time they are received by Buyer, provided that supplier will not be liable under this warranty unless, (i) Supplier is, during the warranty period, promptly notified in writing upon discovery of defects by Buyer, (ii) the defective unit is returned to Supplier, transportation charges prepaid by Buyer, (iii) the defective unit is received by Supplier for adjustment no authority later than four weeks following the last day of the warranty, and (iv) Supplier's examination of such unit shall disclose to give warranties its satisfaction, that such defects have not been caused by misuse, neglect, improper installation, repair, alteration or guarantees beyond those provided hereinaccident. In no event shall Supplier be responsible for reimbursing Buyer for any costs of replacement of any defective product. Supplier shall not be responsible for any shortage unless Buyer shall notify Supplier in writing within thirty days following receipt of shipment, of Buyer's claim for any such shortage, together with a reasonably detailed description of the basis of such claim. IN NO EVENT SHALL SUPPLIER BE LIABLE TO BUYER FOR LOSS OF PROFITS, LOSS OF USE, OR CONSEQUENTIAL DAMAGES BASED UPON A CLAIM FOR BREACH OF CONTRACT OR BREACH OF WARRANTY. Supplier's warranty shall not be enlarged, diminished or affected by and no obligation or liability shall arise or grow out of Supplier rendering technical advice or service in connection with Buyer's order for the products furnished hereunder. Tools, dies and other equipment furnished Supplier by Buyer shall be at Buyer's risk and expense. Weights and dimensions set forth in sales literature on equipment products are not guaranteed unless specifically agreed to in writing signed by Supplier.

Appears in 2 contracts

Samples: Foundry Agreement (Stanford Microdevices Inc), Foundry Agreement (Stanford Microdevices Inc)

Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowBuyer that, with the limited manufacturer's warranties respect to those Products that constitute finished goods primarily manufactured, assembled, tested, inspected and packaged by Seller, all Production Units and/or Engineering Units manufactured by Seller for Buyer pursuant to Purchase Orders delivered hereunder for Products, for the solar modulesperiod specified in Exhibit A, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatshall: (a) conform in all respects to all of the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, Product Specifications and such actions or occurrences are not the fault of Seller; (b) be free from all defects in materials and workmanship, in each case to the Equipment is used in combination or connection with other equipment, attachments not approved in writing extent verified by Seller through the testing and inspection procedures defined in the Device Master Record for use in combination such Product or connection otherwise established and agreed to by Buyer via Seller's ECO system as of the date of shipment of such units and so certified by Seller to Buyer at the time of shipment. The foregoing warranties shall not apply to any Products that have been manufactured, assembled, tested, inspected and packaged primarily by third parties. Seller shall assign to Buyer any warranties received from Seller's Suppliers with respect to any Components to the equipment; (c) installationextent that Seller is permitted to make such assignments. If Seller is not permitted to make such assignments, repairSeller shall enforce such warranties on behalf of Buyer. During this period and only during this period, replacement of parts, adjustment, service , or other Seller's responsibility shall include and be limited to the labor costs for work on the Equipment is performed by PurchaserSeller at Seller's facility, Purchaser’s customers component replacement, and domestic ground shipment of Products from Seller's facility. In all cases, costs not related to warranty repair or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty replacement shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s requestborne by Buyer. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESEXCEPT AS SET FORTH ABOVE, SALESELLER MAKES NO WARRANTIES, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein, WITH RESPECT TO THE PRODUCTS.

Appears in 2 contracts

Samples: Production Services Agreement (HeartWare LTD), Production Services Agreement (HeartWare LTD)

Warranties. Seller warrants that upon receipt the goods shall be free from defects in material and workmanship at the time the goods are delivered to Purchaser and that the goods comply with all applicable Association of American Railroad requirements. Seller’s warranty will not apply in the Final Paymentevent the goods are not installed and used by competent personnel under normal operating conditions in accordance with industry standards. Seller’s instructions and warnings supplied in connection with, title or affixed to, equipment relating to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal useproper operation, as defined belowuse or maintenance thereof, are consistent with the limited manufacturer's warranties for the solar modulesSeller’s warranty and are incorporated by reference as a part of and a condition of this Agreement. This warranty shall not apply to any goods or equipment which are based upon Purchaser’s (or it’s customer’s) design, inverters pattern or tooling and/or, in Seller’s judgment, have been repaired or altered in any way so as to affect its reliability, nor to any equipment which has been subject to misuse, abuse, and rackingnegligent handling or accident, improper application in regard to size and loading, use in excess of product’s capabilities or of Seller’s specifications or industry ratings or lack of periodic inspection. SELLER’S LIABILITY AND THE EXCLUSIVE REMEDY FOR SELLER’S BREACH OF THE ABOVE WARRANTY WILL BE LIMITED TO FURNISHING OR REPAIRING GOODS, EQUIPMENT OR PARTS (WHICHEVER THE CASE), OR AT SELLER’S OPTION, REFUND OF THE COST OF THE GOODS, FOR THOSE ITEMS PROVIDED BY SELLER AND REASONABLY DETERMINED TO BE DEFECTIVE ON INSPECTION BY SELLER AND WHICH ARE RETURNED TO SELLER. Purchaser will not repair or adjust any item which is allegedly defective until Seller shall also provide first has been given a reasonable opportunity to inspect such item or Seller waives such opportunity in writing. Any claim by Purchaser with a five reference to the goods, equipment or parts shall be deemed waived unless submitted in writing to Seller within thirty (530) days from the date Purchaser discovered the defect. Any cause of action arising out of goods, equipment, parts or this Agreement must be brought by Purchaser within one (1) year limited system warranty as measured from the original date such cause of installation and subsequent approval to use from Local Township action or Utility whichever occurs first for parts and labor, on all components of claim accrued. In no event shall Seller’s liability under this warranty exceed the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaserpurchase price paid. Seller shall have no obligation under this warranty liability whatsoever in any event for incidental or consequential damages whether such damages are alleged to have arisen or resulting from breach of warranty, strict liability (in tort or warranty), contract or negligence, including, but not limited to, damages, losses, loss of profits or expenses of Purchaser arising from personal injury or from the event that: (a) the Equipment has been subject to abuseoperation of, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service compliance with, or other work on the Equipment is performed by Purchaserenforcement of any Federal, Purchaser’s customers State or any third partylocal law, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, code or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manualregulation. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT NOTWITHSTANDING ANY PROVISION TO THE SERVICESCONTRARY, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED WARRANTY STATED HEREIN IS IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinTHE WARRANTY IS LIMITED AND ONLY EXTENDS TO PURCHASER AND ITS SUCCESORS AND NOT TO ANY OTHER PURCHASERS, USERS OR THIRD PARTIES.

Appears in 2 contracts

Samples: www.gbrx.com, www.gbrx.com

Warranties. Seller warrants that upon receipt Without prejudice to any other right or remedy available to Experian, the Supplier warrants, represents and undertakes to Experian that: it has obtained and will continue to hold all necessary licences, consents, permits and agreements required for the provision of the Final PaymentServices and the exercise by Experian of the rights granted by the Supplier to Experian under this Agreement; the Services will be performed by appropriately qualified and trained personnel with all reasonable care, title skill and due diligence in accordance with Good Industry Practice and this Agreement and the instructions of Experian; the Services and Deliverables will conform with all descriptions and specifications provided to Experian by the Supplier including as set out in the Schedule; the Services and Deliverables will be provided in accordance with the Timetable and with all applicable legislation from time to time in force; any Deliverables provided shall be accurate, complete and fit for purpose; and use of the Services and/or any Deliverables by Experian will not infringe any Intellectual Property Rights of any third party. That the software provided by the supplier under this Agreement is the supplier’s own original work (or the original work of its licensor) and that the use of the software by Experian as permitted by this Agreement shall not infringe any third party Intellectual Property Rights, is not defamatory , obscene blasphemous or in breach of any law or regulation. Both parties warrant that they have the full power and authority to enter into this Agreement. charges The price payable for the Services and Deliverables shall be as stated on the Purchase Order or in the Schedule. All sums referred to in this Agreement are exclusive of value added tax, withholding tax, service tax and duties (present and future) of whatsoever nature with respect to this transaction or any other taxes as may be applicable; such taxes shall be to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components account of the solar system in addition Supplier only and the Supplier would not have any claim on Experian for reimbursement of the same. Experian shall be entitled to repairs to portions of roofs directly affected the best rates afforded by the installation Supplier to its customers and shall be offered discount for prompt payment, bulk purchase or volume of purchase as granted by the solar systemSupplier to any customer, unless otherwise agreed between the parties. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty Provided that in the event that: (a) the Equipment has been subject to abusethat Experian becomes aware of any discount or better rates afforded at any other customer, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized constitute a material breach of this Agreement. The Supplier shall provide Experian with an invoice on completion of the Services and/or on delivery of the Deliverables under every Purchase Order (or as otherwise set out in the Schedule) together with such other documentation as Experian may from time to time specify. In any event all invoices and correspondence (if appropriate) shall include all details required from time to time by revenue authorities in India and in particular shall include those details as set out in the Schedule. PAYMENT AND INVOICING Experian will pay for the Services and Deliverables within 60 days, from the date it receives a correct invoice from the Supplier (the “Due Date”). For the avoidance of doubt, if the Supplier does not include in such invoice the information specified in the Schedule, or if the amount invoiced is otherwise inaccurate, then such an invoice will not be correct for the purpose of this Clause 7.1 and Experian shall be under no obligation to pay the Supplier until the Supplier has provided such correct invoice. Experian reserves the right to deduct from or offset against any payment to the Supplier all monies due or becoming due to Experian from the Supplier whether in connection with this Agreement or otherwise. Experian reserves any other right to delay and/ or withhold whether in whole or in part any payment to the Supplier all monies due or becoming due to Experian from the Supplier whether in connection with this Agreement or otherwise. Failure to promptly comply with the instructions set out in this Agreement, the Purchase Order or in the Schedule may delay payment. Experian shall not be obliged to pay any invoice which is received more than 90 days after performance of the Services to which it relates. No variation from the price set out in the Purchase Order or in the Schedule nor additional charges may be invoiced without the prior consent in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manualof Experian. Repairs or replacements qualifying If any sum under this warranty Agreement is not paid by the Due Date then, without prejudice to the parties other rights under this Agreement, the Supplier is not entitled to suspend any performance of the Services as a result of any sums being outstanding. The Supplier shall be performed on regularly business days responsible for accounting to revenue authorities in India and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests all other authorities for warranty fulfillment must be made during all taxes, insurance contributions and other liability charges and dues for which the stated warranty period. Normal Use for any Equipment Supplier is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinresponsible.

Appears in 2 contracts

Samples: Agreement, Agreement

Warranties. Seller Brightware warrants and represents that it has the full right, power and authority to enter into this Agreement and to grant to Licensee the rights herein granted. Brightware warrants that upon receipt delivery of each Product supplied to Licensee hereunder and for a period of thirty (30) days thereafter (the "Warranty Period"), the Product will perform in substantial conformance with the specifications contained in the Technical Reference Material provided by Brightware with the Product. Licensee shall immediately notify Brightware in writing of any alleged nonconformance which occurs during the Warranty Period ("Notice of Nonconformance"). To the extent that a current unaltered release of the Final Payment, title Product fails to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, substantially conform with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty specifications contained in the event that: Technical Reference Material (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlinghereafter a "Substantial Nonconformance"), and such actions or occurrences are not provided the fault of Seller; (b) the Equipment is used in combination or connection with other equipmentalleged Substantial Nonconformance can be replicated by Brightware, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying Brightware's liability under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment limited to, at Brightware's election, either: (i) using its best efforts to correct any Substantial Nonconformance in the Product; or (ii) as Brightware may reasonably deem necessary, replacing all or any part of the Product causing such Substantial Nonconformance; provided in each case, however, that written notice of such Substantial Nonconformance must be made received by Brightware during the stated warranty periodWarranty Period. Normal Use If such correction or replacement cannot be accomplished within thirty days of Brightware's receipt of the Notice of Nonconformance, Licensee may, as its sole remedy, terminate the Product License for the nonconforming Product. If Licensee, terminates any Equipment Product License in accordance with this Section 3, Licensee shall immediately return to Brightware the Product and all related Technical Reference Material and shall provide to Brightware the certification required under Schedule B, Section 6. Upon receipt of the Product, related Technical Reference Material and required certification, Brightware shall refund the license fees paid by Licensee for such Product. Upon licensee's receipt of the Product, maintenance for the Product shall commence as set forth under the Maintenance and Enhancement Plan, which is deemed to be continuousattached hereto and incorporated herein by reference. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO EXCEPTION OF THE EXPRESS WARRANTIES WHICH EXTEND BEYOND CONTAINED IN SECTION 3 ABOVE, BRIGHTWARE HEREBY DISCLAIMS ALL EXPRESS AND IMPLIED (IN FACT OR IN LAW) WARRANTIES FOR THE DESCRIPTION PRODUCT(S) AND TECHNICAL REFERENCE MATERIAL PROVIDED BY BRIGHTWARE IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIEDACCORDANCE WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, WARRANTIES AS TO THE ACCURACY, COMPLETENESS AND NON-INFRINGEMENT OF THE PRODUCT(S) AND TECHNICAL REFERENCE MATERIAL, AS WELL AS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinBRIGHTWARE ALSO EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES THAT THE OPERATION OF THE PRODUCT(S) WILL BE ERROR-FREE.

Appears in 2 contracts

Samples: Quintus Corp, Quintus Corp

Warranties. Seller 8.1 Supplier represents and warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (ai) upon delivery of the Goods to Iron Mountain, Iron Mountain will have full title guarantee free from all third party rights in the Goods, (ii) the Equipment has Goods will conform with their description (including all performance specifications established by Iron Mountain and/or set forth in Supplier’s product literature for the Goods or on the Purchase Order), and (where relevant) such Goods have been subject designed and manufactured so as to abuseconform to the specifications, improper application(iii) the Goods will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier by Iron Mountain, alterationexpressly or by implication, accident or negligence and in usethis respect Iron Mountain relies on the Supplier’s skill and judgment , (iv) where applicable, be free from defects in design, materials and workmanship and remain so for 12 months following acceptance unless otherwise set out in the Agreement, (v) comply with all applicable statutory and regulatory requirements relating to the manufacture, labelling, packaging, storage, transportation handling and delivery of the Goods, (vi) Iron Mountain shall have the right to inspect and test the Goods at any time before delivery, (vii) no part of the Goods or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service Services, or other work on the Equipment is performed by PurchaserIron Mountain’s use thereof, Purchaser’s customers will breach or infringe any Intellectual Property Rights of any third party, unless (viii) Supplier has the same right and authority to provide Iron Mountain with the Goods or Services and its entering into this Agreement shall have been expressly authorized not conflict with any contractual or other relationships to which Supplier is bound (ix) in writing by Seller; the case of Services, the Services shall be performed with all due care and skill, (dx) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding Services will at all times be performed in accordance with Sellerprevailing industry or professional standards by personnel that are familiar with Iron Mountain’s specificationsrequirements and have appropriate skill, or (e) Purchaser fails training, and background to perform timely such Services in a compliant manner and in accordance with prevailing commercial practices and standards in the industry for similar services, (xi) in addition, Supplier is responsible for obtaining and maintaining all necessary licenses, permits and other operating maintenance authorisations required to furnish the Goods or for the performance of Services, (xii) the Services will conform with all descriptions and specifications provided to Iron Mountain by the Supplier and with the Statement of Work, (xiii) the Services and Deliverables will be provided in accordance with all applicable legislation from time to time in force, and the Supplier will inform Iron Mountain as specified soon as it becomes aware of any changes in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinlegislation.

Appears in 2 contracts

Samples: edge.sitecorecloud.io, edge.sitecorecloud.io

Warranties. Seller warrants that upon receipt all Products shall (a) be new, (b) be fit for the general and particular purposes for which they are required, (c) be free from all defects, (d) conform to all samples furnished, (e) strictly conform to the Specifications, this PO and all applicable laws and regulations, (f) not infringe any patent, trademark, trade secret or copyright, or any other intellectual property, contract or other third party right, and (g) be of good and merchantable title, free of liens and encumbrances. Seller acknowledges that it is an expert in manufacturing and supplying the Products and, notwithstanding TCDC’s acceptance of Specifications, samples, test data and the Products, Seller agrees that TCDC may rely on Seller as an expert. In the event of a breach of any of the Final Paymentforegoing warranties, title Seller shall, at TCDC’s request, promptly and without charge, replace or repair the Products. If after notice, Seller fails promptly to replace or repair any defective or nonconforming Product, TCDC may do so without further notice and Seller shall reimburse TCDC for all costs and expenses incurred thereby, and Seller shall repay any price paid for the Products. TCDC may warrant Products to its customers in any manner. In the event of any warranty claims by a customer of TCDC relating to the Equipment Products, Seller will cooperate with TCDC and use its best efforts to resolve such claims in a manner reasonably acceptable to TCDC. Seller warrants that the Services shall pass be performed consistent with generally prevailing professional and industry standards. In the event of a breach the foregoing warranty, Seller shall, at TCDC’s request, promptly and without charge, reperform the deficient Services. If after notice, Seller fails promptly to Purchaser free reperform the deficient Services, Seller shall pay to TCDC the price paid for the deficient Services (or all Services if the deficiency affects all), and clear not withstanding any lender(s) executed securitization the costs and expenses of noted any and all Equipmenthaving a third party or TCDC perform the Services. TCDC’s customers are third party beneficiaries of Seller’s warranties. Seller shall provide Purchaser under normal usebe liable for all direct, as defined belowincidental, with the limited manufacturer's warranties for the solar modules, inverters consequential and racking. Seller shall also provide Purchaser with a five (5) year limited system other damages resulting from nonconforming Products or Services or breach of any other warranty as measured from the original date or provision of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinPO.

Appears in 2 contracts

Samples: tcdcinc.com, tcdcinc.com

Warranties. Seller warrants that upon The Recipient warrants, undertakes and agrees that: it has all necessary resources and expertise to deliver the Project (assuming due receipt of the Final PaymentGrant); it has not committed, title nor shall it commit, any Prohibited Act; it shall at all times comply with all relevant legislation and all applicable codes of practice and other similar codes or recommendations, and shall notify RSSB immediately of any significant departure from such legislation, codes or recommendations; it shall comply with the requirements of the Health and Safety at Work etc. Xxx 0000 and any other acts, orders, regulations and codes of practice relating to health and safety, which may apply to employees and other persons working on the Project; it has and shall keep in place adequate procedures for dealing with any conflicts of interest; it has and shall keep in place systems to deal with the prevention of fraud and/or administrative malfunction; all financial and other information concerning the Recipient which has been disclosed to RSSB is to the Equipment best of its knowledge and belief, true and accurate; it is not subject to any contractual or other restriction imposed by its own or any other organisation's rules or regulations or otherwise which may prevent or materially impede it from meeting its obligations in connection with the Grant; it is not aware of anything in its own affairs, which it has not disclosed to RSSB or any of RSSB's advisers, which might reasonably have influenced the decision of RSSB to make the Grant on the terms contained in this Agreement; and since the date of its last accounts there has been no material change in its financial position or prospects. Anti-Bribery The Recipient shall pass to Purchaser free comply, and clear not withstanding any lender(s) executed securitization of noted any ensure that its employees and all Equipment. Seller shall provide Purchaser under normal use, as defined belowagents also comply, with the limited manufacturer's warranties for the solar modulesall RSSB’s policies from time to time notified to it, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural the Business Conduct, Confidentiality and Electrical defects are not includedAnti-Corruption Policy and shall not, directly or indirectly, offer or give or agree to give to any person acting for or on behalf of RSSB any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any act in relation to the obtaining or performance of this Agreement or any other contract with RSSB for showing or forbearing to show favour or disfavour to any person in relation to this Agreement. If Purchaser does not make payment Without prejudice to the generality of clause 15.1, the Recipient shall not, directly or indirectly, engage in full as provided in this agreement including any change orders activity, practice or extras caused by unforeseen conduct which would constitute an offence under sections 1, 2 or concealed conditions or requests 6 of the PurchaserBribery Act or which would constitute such an offence but only for the fact that the activity, all warranties will be considered suspended and non-enforceable until full payment is received from practice or conduct took place outside of the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinUnited Kingdom.

Appears in 2 contracts

Samples: s3-eu-west-1.amazonaws.com, dkf1ato8y5dsg.cloudfront.net

Warranties. Seller Supplier warrants that upon receipt all Materials shall conform to requirements of this Purchase Order and any specifications incorporated in the Purchase Order by reference. Supplier warrants that all Materials shall be of merchantable quality and be fit for their intended use. Supplier warrants that the Materials shall be free from all defects for the period(s) otherwise called for in the Contract Documents or for twenty-four (24) months, whichever is longer, from the date of written final acceptance of the Final PaymentProject by the Project Owner. Supplier warrants that it will timely pay all amounts due to suppliers of labor, materials or equipment for work performed for, or materials or equipment provided to, Supplier in connection with this Purchase Order. Supplier warrants title to all items furnished and represents that they will be free of liens or encumbrances of any kind. Supplier warrants exact prices and delivery of exact quantities. Supplier warrants that when the Equipment shall pass Contract Documents require materials to Purchaser free and clear not withstanding any lender(s) executed securitization be of noted any and all Equipment. Seller shall provide Purchaser a designated manufacturer or a specific brand name, that the Materials it supplies under normal use, as defined below, with this Purchase Order are in fact produced by the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components designated manufacturer and/or are of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural designated specific brand, and Electrical defects that they are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended genuine and non-enforceable until full counterfeit. If CGS identifies defective or non- conforming Materials during the warranty period, Supplier, at its sole expense, shall promptly repair or replace all defective or non-conforming Materials within seven (7) days after written notice from CGS, or such other period as may be required by the specifications. Materials that are replaced or repaired shall be warranted for the remainder of the warranty period or six (6) months, whichever is longer. If Supplier fails to timely repair or replace defective or non-conforming Materials, CGS shall be entitled to repair or replace the Materials, and to deduct the actual cost to repair or replace, plus a ten percent (10%) mark-up, from any amount due Supplier, and if none, then Supplier shall make payment is received from the Purchaserto CGS within seven (7) days after CGS’ written notice. Seller Such costs shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuseinclude, improper applicationbut are not limited to, alterationcosts of removal, accident or negligence in use, storagepacking, transportation or handlingand reasonable attorneys’ fees incurred as a result of Supplier’s failure to timely cure. Supplier’s warranties shall survive all inspections, tests and acceptance by CGS. Supplier’s warranties shall run to CGS, the Project Owner, the Project Architect and their parents, subsidiaries, successors, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinassigns.

Appears in 2 contracts

Samples: www.cgschmidt.com, media.cgschmidt.com

Warranties. Seller warrants that upon receipt the product(s) to be delivered will be of the Final Paymentkind and quality described in its quotation and that Purchaser shall take good and merchantable title. Services rendered shall be performed in a workmanlike manner and shall comply with industry standards and/or customer specifications. No other warranties, title to the Equipment express, or implied, shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipmentarise from this transaction. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with If a five (5) year limited system warranty as measured deviation from the original date of installation specifications in the quotation appears within the warranty period, the Purchaser shall notify the Seller immediately. Upon notice and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components confirmation of the solar system in addition defect, Xxxxxx agrees to repairs to portions of roofs directly affected remedy, EXW Seller's facility (Incoterms 2020), all such defects by the installation repair or replacement of the solar systemdefective parts without charge. Pre-existing conditions including but The warranty shall not limited to Structural cover “in and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests out” charges, which shall remain the responsibility of the Purchaser, all warranties will be considered suspended . This warranty shall extend for a period of one (1) year from date of shipment unless otherwise mutually agreed by Seller and non-enforceable until full payment is received from the Purchaser. The warranty shall apply to products and parts manufactured or repaired by the Seller. Products which Seller shall have no obligation under this furnishes, but does not manufacture, carry only the warranty in of the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident original manufacturer of such products. Where other manufacturers’ or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is suppliers’ products used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during products prove defective, Seller’s regular business hours within a reasonable time following Purchaser’s requestliability shall exist only to the extent that Seller is able to recover for the defect from such manufacturers or suppliers. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN THIS WARRANTY SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OF ANY SORT, EXPRESS OR IMPLIED, INCLUDINGNOTWITHSTANDING ANY PURPORTED TERMS PRINTED ON ANY DOCUMENTS PREPARED BY PURCHASER IN CONNECTION WITH THE SALE. The warranty shall not apply to, WITHOUT LIMITATIONand Seller shall bear no responsibility for, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinany product:

Appears in 2 contracts

Samples: linepower.com, www.electro-mechanical.com

Warranties. Seller The Supplier warrants that upon and undertakes that: it has, and shall ensure its Staff shall have, and shall maintain throughout the Term, all appropriate licences and registrations with the relevant bodies to fulfil its obligations under this Contract; it has all rights, consents, authorisations, licences and accreditations required to provide the Services and shall maintain such consents, authorisations, licences and accreditations throughout the Term; it has and shall maintain a properly documented system of quality processes covering all aspects of its obligations under this Contract and/or under Law and/or Guidance and shall at all times comply with such quality processes; it shall not make any significant changes to its system of quality processes in relation to the Services without notifying the Authority in writing at least twenty one (21) days in advance of such change (such notice to include the details of the consequences which follow such change being implemented); where any act of the Supplier requires the notification to and/or approval by any regulatory or other competent body in accordance with any Law and Guidance, the Supplier shall comply fully with such notification and/or approval requirements; receipt of the Final Payment, title Services by or on behalf of the Authority and use of the deliverables or of any other item or information supplied or made available to the Equipment Authority as part of the Services will not infringe any third party rights, to include without limitation any Intellectual Property Rights; it will comply with all Law, Guidance and Policies in so far as is relevant to the provision of the Services; it will provide the Services using reasonable skill and care and in accordance with Good Industry Practice and shall pass fulfil all requirements of this Contract using appropriately skilled, trained and experienced staff; unless otherwise set out in the Specification and Tender Response Document and/or as otherwise agreed in writing by the Parties, it has and/or shall procure all resources, equipment, consumables and other items and facilities required to Purchaser free provide the Services; without limitation to the generality of Clause 10.1.7 of this Schedule 2, it shall comply with all health and clear not withstanding safety processes, requirements safeguards, controls, and training obligations in accordance with its own operational procedures, Law, Guidance, Policies, Good Industry Practice, the requirements of the Specification and Tender Response Document and any lender(s) executed securitization of noted notices or instructions given to the Supplier by the Authority and/or any and all Equipment. Seller shall provide Purchaser under normal usecompetent body, as defined belowrelevant to the provision of the Services and the Supplier’s access to the Premises and Locations in accordance with this Contract; without prejudice to any specific notification requirements set out in this Contract, it will promptly notify the Authority of any health and safety hazard which has arisen, or the Supplier is aware may arise, in connection with the limited performance of the Services and take such steps as are reasonably necessary to ensure the health and safety of persons likely to be affected by such hazards; any equipment it uses in the provision of the Services shall comply with all relevant Law and Guidance, be fit for its intended purpose and maintained fully in accordance with the manufacturer's warranties ’s specification; unless otherwise confirmed by the Authority in writing (to include, without limitation, as part of the Specification and Tender Response Document), it will ensure that any products purchased by the Supplier partially or wholly for the solar modules, inverters and racking. Seller shall also provide Purchaser purposes of providing the Services will comply with a requirements five (5) year limited system warranty to eight (8), as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components set out at Annex 1 of the solar system Cabinet Office Procurement Policy Note - Implementing Article 6 of the Energy Efficiency Directive (Action Note 07/14 3rd June 2014), to the extent such requirements apply to the relevant products being purchased; it shall use Good Industry Practice to ensure that any information and communications technology systems and/or related hardware and/or software it uses are free from corrupt data, viruses, worms and any other computer programs or code which might cause harm or disruption to the Authority's information and communications technology systems; it will promptly respond to all requests for information regarding this Contract and the provision of the Services at the frequency and in addition the format that the Authority may reasonably require; all information included within the Supplier’s responses in the Specification and Tender Response Document and all accompanying materials is accurate; it has the right and authority to repairs enter into this Contract and that it has the capability and capacity to portions of roofs directly affected fulfil its obligations under this Contract; it is a properly constituted entity and it is fully empowered by the installation terms of its constitutional documents to enter into and to carry out its obligations under this Contract and the documents referred to in this Contract; all necessary actions to authorise the execution of and performance of its obligations under this Contract have been taken before such execution; there are no pending or threatened actions or proceedings before any court or administrative agency which would materially adversely affect the financial condition, business or operations of the solar system. Pre-Supplier; there are no material agreements existing conditions including but not limited to Structural which the Supplier is a party which prevent the Supplier from entering into or complying with this Contract; it has and Electrical defects are not included. If Purchaser does not make payment in full will continue to have the capacity, funding and cash flow to meet all its obligations under this Contract; and it has satisfied itself as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests to the nature and extent of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation risks assumed by it under this warranty Contract and has gathered all information necessary to perform its obligations under this Contract and all other obligations assumed by it. The Supplier warrants that all information, data and other records and documents required by the Authority as set out in the event that: (a) Specification and Tender Response Document shall be submitted to the Equipment has been subject Authority in the format and in accordance with any timescales set out in the Specification and Tender Response Document. Without prejudice to abusethe generality of Clause 12.2 of this Schedule 2, improper application, alteration, accident or negligence the Supplier acknowledges that a failure by the Supplier following the Actual Services Commencement Date to submit accurate invoices and other information on time to the Authority may result in use, storage, transportation or handling, and such actions or occurrences are not the fault commissioner of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service health services, or other work entity responsible for reimbursing costs to the Authority, delaying or failing to make relevant payments to the Authority. Accordingly, the Supplier warrants that, from the Actual Services Commencement Date, it shall submit accurate invoices and other information on time to the Equipment is performed by PurchaserAuthority. The Supplier warrants and undertakes to the Authority that it shall comply with any eProcurement Guidance as it may apply to the Supplier and shall carry out all reasonable acts required of the Supplier to enable the Authority to comply with such eProcurement Guidance. The Supplier warrants and undertakes to the Authority that, Purchaser’s customers as at the Commencement Date, it has notified the Authority in writing of any Occasions of Tax Non-Compliance or any third partylitigation that it is involved in that is in connection with any Occasions of Tax Non-Compliance. If, unless at any point during the Term, an Occasion of Tax Non-Compliance occurs, the Supplier shall: notify the Authority in writing of such fact within five (5) Business Days of its occurrence; and promptly provide to the Authority: details of the steps which the Supplier is taking to address the Occasion of Tax Non-Compliance and to prevent the same shall from recurring, together with any mitigating factors that it considers relevant; and such other information in relation to the Occasion of Tax Non-Compliance as the Authority may reasonably require. The Supplier further warrants and undertakes to the Authority that it will inform the Authority in writing immediately upon becoming aware that any of the warranties set out in Clause 10 of this Schedule 2 have been expressly authorized in writing by Seller; (d) Purchaser has not breached or there is a risk that any warranties may be breached. Any warranties provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall Contract are both independent and cumulative and may be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during enforced independently or collectively at the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinsole discretion of the enforcing Party.

Appears in 2 contracts

Samples: NHS Terms And, NHS Terms And

Warranties. Seller warrants that upon receipt of the Final Payment, title With respect to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any goods or services purchased under this contract and all Equipment. other goods or services purchased from Seller, Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties expressly warrants for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty Warranty Period as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatfollows: (a) the Equipment has been subject goods shall strictly conform to abuseall specifications, improper applicationdrawings, alterationinstructions, accident advertisements, statements on containers or negligence in uselabels, storage, transportation or handling, descriptions and such actions or occurrences are not the fault of Sellersamples; (b) the Equipment is used goods shall be free from defects in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with workmanship and material and shall be new and of the equipmenthighest quality; (c) installationBuyer shall receive title to the goods that is free and clear of any liens, repairencumbrances and any actual or claimed patent, replacement of parts, adjustment, service , copyright or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Sellertrademark infringement; (d) Purchaser has not provided electrical service conforming the goods shall be merchantable, safe, and fit for the Buyer’s intended purposes, which purposes have been communicated to applicable electrical codesSeller; (e) the goods shall be adequately contained, including packaged, marked and labeled, (f) all services performed by Seller shall be performed in a dedicated line for power supply competent, workmanlike manner and appropriate polarization and grounding in accordance with industry standards; (g) the goods shall be manufactured in compliance with all applicable federal, state and local laws, regulations or orders and agency or association standards or other standards applicable to the manufacture, labeling, transporting, licensing, approval or certification. These warranties shall be in addition to all other warranties, expressed, implied or statutory. These warranties shall survive inspection, test, delivery, acceptance, use and payment by Buyer and shall inure to the benefit of Buyer, its successors, assigns, and customers and the users of Buyer’s products. These warranties may not be limited or disclaimed by Seller. If Buyer experiences any defect, failure or non-conformity during the Warranty Period, Buyer shall have the right to take the following actions, at Buyer’s option: (1) retain the defective goods in whole or in part with an appropriate adjustment in the price of the goods; (2) require Seller to repair or replace the defective goods in whole or in part at Seller’s specificationssole expense, including all shipping, transportation and installation costs; (3) correct or replace the defective items with similar items and recover the total cost from Seller; and (e4) Purchaser fails exercise all other rights under the Uniform Commercial Code and any other applicable statutes. For purposes of this contract, “Warranty Period” shall mean the longer of the following time periods: (a) 18 months from the day of the first use of the goods by Buyer or acceptance by Buyer, whichever occurs later; (b) if the goods are incorporated, in whole or in part, into goods sold by Buyer to perform timely operating maintenance as specified in third parties, 18 months after acceptance by such third parties or the time period of warranty that Buyer gives to such third parties, whichever occurs later. Acceptance of this contract shall constitute an agreement upon Seller’s Operatorpart to indemnify and hold Buyer harmless from all claims, liability, loss, damage and expense, including attorney’s Manual. Repairs fees incurred or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for sustained by Buyer by reason of any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinbreach of such warranty.

Appears in 2 contracts

Samples: Supplier Agreement, Supplier Agreement

Warranties. Seller warrants that upon receipt all goods sold will be free of the Final Payment, any claims of any nature and by any third person and that Seller shall convey clear title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller further warrants that the Products supplied by Seller to Purchaser shall have no obligation under this warranty perform in the event that: accordance with agreed upon specifications and shall be free from defects (a) in materials and workmanship, whatever the Equipment has been subject to abuseorigin, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) in design having regard to the Equipment is used in combination state of the art at the time of the order and including defects arising from the choice of materials and / or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipmentparts; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Sellermanufacturing process; and (d) arising from non-suitability for the use for which it was intended. This warranty shall take effect from the date of acceptance of the Products by Purchaser has not provided electrical service conforming and shall remain in force until the earliest of the following to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding occur: (i) the gas turbine in accordance with Seller’s specifications, which the Products have been installed achieve 8000 operating hours; (ii) forty eight months from Start-Up; or (eiii) Purchaser fails sixty (60) months after the delivery of the Products to perform timely operating maintenance as specified Purchaser. Start-Up means the time when the equipment installation is complete and the gas turbine in Seller’s Operator’s Manualwhich the Product has been installed is first synchronized to the grid. Repairs or replacements qualifying under Purchaser's sole remedy in the event of any breach of this warranty shall, at Seller's option, be the replacement or repair in a timely fashion of the defective Product. Seller shall make replacement Products available and pay transportation, taxes, custom duties and insurance to the site where the gas turbine is located. Any repaired or replaced Product shall be performed on regularly business days and during warranted for 8000 operating hours, provided that in no event shall Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for 's warranty fulfillment must be made during obligation extend beyond seventy two (72) months from the stated warranty period. Normal Use for any Equipment is deemed to be continuousdelivery of the initial Product. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESshall notify Seller of obvious defects within sixty (60) days of delivery and of latent defects within thirty (30) days of discovery. The warranties set forth in this section shall not apply to any claims, SALEproblems or defects which are the result of normal wear and tear, MATERIALSmishandling, SOLAR POWER SYSTEMmisuse, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIESneglect or improper testing and repair by other than CCSI or its authorized representatives. THE LIMITED EXPRESS WARRANTIES SUPERSEDE AND PROVIDED HEREIN ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTIES ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER.

Appears in 2 contracts

Samples: And License Agreement (Catalytica Energy Systems Inc), And License Agreement (Catalytica Energy Systems Inc)

Warranties. Seller Supplier warrants that (a) all goods and/or services sold pursuant hereto will be free of any claim by any third person and that Supplier will convey clear title to Company; (b) all services furnished hereunder shall be performed by technically competent and qualified personnel in a safe and workmanlike manner, shall conform to the requirements of this Order including any specifications attached or referenced herein, shall be performed in accordance with the highest generally accepted professional standards associated with the particular industry, trade, and/or discipline involved and shall be fit for the purpose for which intended; (c) all goods sold pursuant hereto will be of new (unless expressly specified otherwise) merchantable quality, free from all defects in design, workmanship and materials, fit for the particular purpose(s) for which purchased and provided in strict accordance with the specifications, samples, drawings, designs and other requirements (including performance specifications) of this Order; (d) all work hereunder shall be performed in strict accordance with all applicable laws, regulations, codes, and standards of any governmental agency or entity having jurisdiction; and (e) Supplier has all required permits and licenses necessary to perform the services and that its services will conform with all applicable permits and licenses. Copies of such permits or licenses shall be provided to Company upon receipt request. Supplier will promptly notify Company in writing in the event any permit or license related to this Supplier or to Supplier's authorization or capacity to perform hereunder is revoked or has expired. For goods, if at any time prior to one (1) year from the date that the goods are first used for the purposes intended by Company or four (4) years from the date of final acceptance by Company, whichever occurs first, it appears that the goods or any part thereof do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company's concurrence, shall promptly correct such nonconformity or replace the nonconforming goods. The warranty period for such corrected or replaced goods shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected or replaced goods. For services, if at any time prior to two (2) years from the date that the services are completed, it appears that the services do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company's concurrence, shall promptly correct such nonconformity. The warranty period for such corrected services shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected service. If Supplier fails to fulfill its obligations under this paragraph, Company may reject or revoke acceptance and cover by purchasing substitute goods or may proceed to make corrections or accomplish Supplier's work by the most expeditious means available. The cost of cover or SERVICE ORDER TERMS AND CONDITIONS (TC1005) correction performed by Company shall be for Supplier's account. Company shall not be billed for any task(s) performed unsatisfactorily or defective parts, materials and equipment and shall be reimbursed within thirty (30) days by Supplier upon demand of Company if an invoice has been previously paid for such improper or defective work or goods. The cost of cover or correction performed by Company shall be for Supplier's account. Supplier's liability hereunder shall extend to all damages proximately caused by the breach of the Final Paymentforegoing warranties, title to the Equipment shall pass to Purchaser free including incidental damages such as removal and clear not withstanding any lender(s) executed securitization of noted any reinstallation costs, inspections costs and all Equipmentshipping costs. Seller shall provide Purchaser under normal useAny and all expenses (including, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural shipping, manufacturing and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused labor expenses) incurred by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty Company in the event that: (a) the Equipment has been subject to abuseexercise of its right hereunder, improper applicationat law and/or in equity, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinreimbursed by Supplier.

Appears in 2 contracts

Samples: Service Order Terms And, Service Order Terms And

Warranties. Seller warrants that upon receipt All warranties shall begin on the date of the Final PaymentCOUNTY’s acceptance and shall last for a period of twelve (12) months unless otherwise specified in the Scope of Services, title plans or specifications. CONTRACTOR shall obtain and assign to the Equipment COUNTY all express warranties given to CONTRACTOR or any subcontractors by any material suppliers, equipment or fixtures to be incorporated into the Project/Service. CONTRACTOR warrants to the COUNTY that any materials and equipment furnished under the contract documents shall pass be new unless otherwise specified, and that all work shall be of good quality, free from defects and in conformance with the contract documents. CONTRACTOR further warrants to Purchaser the COUNTY that all materials and equipment furnished under the contract documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for the contract documents. This warranty requirement shall remain in force for the full period identified above, regardless of whether CONTRACTOR is still under contract at the time of the defect. These warranties are in addition to those implied warranties to which the COUNTY is entitled as a matter of law. If sod is used as part of an individual Project/Service, it shall be warranted to be free of noxious and clear invasive weeds, disease, and insects. If pests and/or noxious weeds manifest themselves within sixty (60) days of placement of the sod, CONTRACTOR shall treat the affected areas. The process for treating these areas shall be approved by the COUNTY. If the sod does not withstanding meet any lender(s) executed securitization of noted any and all Equipmentthe required specifications, CONTRACTOR shall be responsible to replace it at no expense to the COUNTY. Seller It shall provide Purchaser under normal usebe the responsibility of CONTRACTOR to insure the sod is sufficiently established as described as specified in the scope of services, plans, or specifications. This shall include watering the sod on a regular basis as needed to keep it alive until established. Established shall be considered as being sufficiently rooted, as defined belowdetermined by the Project Manager, with into the limited manufacturer's warranties surface that it was installed. If the sod dies or does not become established CONTRACTOR shall be responsible for the solar modulesreplacement at no cost to the COUNTY. CONTRACTOR shall be responsible for promptly correcting any deficiency, inverters and racking. Seller shall also provide Purchaser with a at no cost to the COUNTY, within five (5) year limited system calendar days after the COUNTY notifies CONTRACTOR of such deficiency in writing. If CONTRACTOR fails to honor the warranty and/or fails to correct or replace the defective work or items within the period specified, the COUNTY may, at its discretion, notify CONTRACTOR in writing that CONTRACTOR may be debarred as measured from a COUNTY vendor, and/or become subject to contractual default if the original date of installation and subsequent approval corrections or replacements are not completed to use from Local Township or Utility whichever occurs first for parts and labor, on all components the satisfaction of the solar system in addition to repairs to portions COUNTY within five (5) calendar days of roofs directly affected by the installation receipt of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includednotice. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of CONTRACTOR fails to satisfy the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from warranty within the Purchaser. Seller shall have no obligation under this warranty period specified in the event that: notice, the COUNTY may (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence place CONTRACTOR in use, storage, transportation or handling, and such actions or occurrences are not the fault default of Seller; its contract and/or (b) procure the Equipment is used in combination products or connection with other equipmentservices from another source and charge CONTRACTOR for any additional costs that are incurred by the COUNTY for this work or items, attachments not approved in writing by Seller for use in combination either through a credit memorandum or connection with through invoicing. Liquidated Damages: If the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall deficiencies have been expressly authorized in writing by Seller; (d) Purchaser has noted and the remedies have not provided electrical service conforming been completed within the contracted time, the COUNTY may send out a notification notifying CONTRACTOR of an assessment of Liquidated Damages. The COUNTY and CONTRACTOR recognize that, since time is of the essence for this Agreement, the COUNTY will suffer financial loss if the work is not completed within the time specified. The COUNTY will be entitled to applicable electrical codesassess, including as Liquidated Damages, but not as a dedicated line penalty, for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manualeach calendar day. Repairs or replacements qualifying under this warranty The Project/Service shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuouscompleted on the date the work is considered complete to the satisfaction of the COUNTY. Purchaser agrees CONTRACTOR hereby expressly waives and relinquishes any right which it may have to seek to characterize the Liquidated Damages as a penalty. The parties agree that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESthe Liquidated Damages sum represents a fair and reasonable estimate of the COUNTY’s actual damages at the time of contracting if CONTRACTOR fails to complete the work in a timely manner. The Liquidated Damages shall be as set forth in the following table: Service/Project Amount Daily Charge (Per Calendar Day) $5,000 and under $25 Over $5,000 but less than $10,000 $65 $10,000 or more but less than $20,000 $91 $20,000 or more but less than $30,000 $121 $30,000 or more but less than $40,000 $166 $40,000 or more but less than $50,000 $228 $50,001 or more $250 The COUNTY shall retain from the compensation to be paid to the CONTRACTOR the above described sum. If CONTRACTOR is in default for not completing the Project/Service within the time specified, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority the COUNTY may require CONTRACTOR to give warranties stop work on any other project or guarantees beyond those provided hereinservice to the COUNTY until the Project/Service specific in this Agreement is complete and the Liquidated damages Sum is satisfied.

Appears in 2 contracts

Samples: lakecountyfl.gov, lakecountyfl.gov

Warranties. Seller The Supplier warrants that upon all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. This warranty shall remain valid for 12 (twelve) months after the Goods have been delivered to and accepted at the final destination indicated in the Contract. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods/Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under this warranty. Upon receipt of such notice, the Final PaymentSupplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Equipment shall pass Goods, is fully qualified to Purchaser free sell the Goods to IOM, and clear not withstanding any lender(s) executed securitization of noted any is a company financially sound and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the limited manufacturer's warranties for stipulated completion period, the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components delivery of the solar system Goods in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abusebest interests of IOM; No official, improper application, alteration, accident employee or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault agent of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same shall have been expressly authorized in writing by SellerSupplier any direct or indirect benefit arising from this Agreement or award thereof; (d) Purchaser It has not provided electrical service conforming misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to applicable electrical codesbe awarded contracts by IOM; It shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration. The Supplier further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a dedicated line sexual nature; abusing a position of vulnerability, differential power or trust for power supply sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate polarization and grounding corrective measures, including imposing disciplinary measures on the person who has committed SEA. Ensure that the SEA provisions are included in accordance all subcontracts. Adhere to above commitments at all times. Failure to comply with Seller’s specifications, or (ea)-(d) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under shall constitute grounds for immediate termination of this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinAgreement.

Appears in 1 contract

Samples: iom.org.ua:443

Warranties. The Seller warrants that upon receipt of the Final Payment, title does not make any representations nor give any warranties in relation to the Equipment shall pass to Purchaser free Group Companies, their assets and clear not withstanding any lender(s) executed securitization of noted any the Shares other than those expressly and all Equipment. Seller shall provide Purchaser under normal usespecifically given in this Section 9 (the "Warranties"), as defined belowit being expressly agreed by the Parties that, with the limited manufacturer's warranties for exception of Section 0, no Warranty is given by the solar modulesSeller in relation to the Investment Participations. Information and documents disclosed in this Agreement or the Data Room Documents (in a manner so as to permit the Purchaser to quantify the magnitude of the risk) shall be considered an exception to, inverters or departure from, the Warranties whenever it is incompatible with or contradicts any of said Warranties, provided, however, that regarding the Tax Warranties only the Vendor Due Diligence report prepared by Deloitte dated 23 June 2006, the information specifically reviewed by PricewaterhouseCoopers LLP as part of their due diligence work as appearing in the Schedule headed "Tax Documents Reviewed" and racking. Seller the written answers to questions raised by PricewaterhouseCoopers LLP as appearing in such Schedule shall also provide Purchaser with a five (5) year limited system warranty as measured be considered an exception to, or departure from the original date of installation Tax Warranties, and subsequent approval provided, further, that notwithstanding anything to use the contrary provided for herein, no disclosure made anywhere shall relieve the Seller from Local Township liability under the Environmental Warranties, the Environmental Indemnity, the Tax Indemnity or Utility whichever occurs first for parts the Miscellaneous Indemnity. Any matter addressed specifically by a Warranty shall not be deemed also addressed by a more general Warranty. The Warranties shall be true and laborcorrect at the Execution Date and, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident Section 6 or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault for Warranties made as of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed date which need only to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESor remain true and correct as of such date, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority at the Closing Date with reference to give warranties or guarantees beyond those provided hereinthe situation existing as at the Closing Date.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Myers Industries Inc)

Warranties. Seller The Contractor represents and warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free it is financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with the limited manufacturer's warranties adequate labor/human resources, equipment and tools, competence, expertise and skills necessary to carry out fully and satisfactorily, within the stipulated completion period, the Works in accordance with this Agreement . The Contractor guarantees and warrants the performance and completion of the design and construction work to the full and complete satisfaction of IOM. The Contractor remains responsible for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five damages caused or identified within 12 (5twelve) year limited system warranty as measured months from the original date of installation and subsequent approval to use from Local Township IOM’s Provisional Acceptance of the Works as per Articles 4.6 or Utility whichever occurs first for parts and labor4.7, on all components account of defects in the construction, or the use of materials of inferior quality furnished by it, or due to any violation of the solar system terms of the Agreement. In case of any defect in addition to repairs to portions workmanship or materials, which may become apparent in the course of roofs directly affected construction, the Contractor shall, within 7 (seven) calendar days from IOM’s demand, at Contractor’s own cost and expense, remedy such portion of the Works done by the installation Contractor as in the opinion or judgment of IOM is unsound, incorrect or defective or not in accordance with the plans and specifications. In case of Contractor’s default, failure or refusal to carry out such order to remove and replace the unsound, incorrect or defective portion of the solar systemWorks within 7 (seven) days as required by the previous clause, IOM may terminate this Agreement and/or engage the services of other persons to carry out the same. Pre-existing conditions including The Contractor shall bear all expenses arising there from or incidental thereto. IOM may require direct reimbursement for the cost of such action from the Contractor, deduct the expenses from any amount due to the Contractor, or deduct the amount from Performance Bond, the Bank Guarantee or the Retention Amount. If any defects or imperfections are discovered by IOM and communicated to the Contractor after provisional acceptance but prior to final acceptance of the Works due to defective or improper workmanship and/or inferior quality of the material used, the Contractor shall immediately correct such defects within a period of 5 (five) days of receipt of written notice from IOM. Where the Contractor fails to act within this period, IOM may engage the services of a third party to correct the defect and hold the Contractor liable for the cost of such services. In such circumstances the Contractor shall reimburse IOM the cost of such repair, with interest at 2% (two per cent) per month from the time such expenses were incurred until fully reimbursed. The Performance Bond, Bank Guarantee and Retention, if not limited to Structural and Electrical yet released at the time the said defects are not includedfound, may be used for this purpose. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras The Contractor shall perform repair work with the utmost care and diligence to protect existing facilities and prevent damage thereto. In the event that damage to existing facilities is caused by unforeseen or concealed conditions or requests such repairs, the Contractor shall repair such damage at its own expense and to IOM’s satisfaction and acceptance. The Contractor further warrants that: In all circumstances it shall act in the best interests of the PurchaserIOM; It shall comply with all applicable laws, all warranties will be considered suspended ordinances, rules and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident Agreement ; No official or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault employee of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received or will receive from, unless will be offered by, the same shall have been expressly authorized in writing by SellerContractor any direct or indirect benefit arising from the Agreement or award thereof; (d) Purchaser It has not provided electrical service conforming misrepresented or concealed any material facts in the procuring of this Agreement; All materials used are new, legally sourced and fit for their particular purpose; No asbestos or any other health hazard materials (lead paints etc.) will be used in the course of the construction; The Contractor, its staff or shareholders have not previously been declared by IOM ineligible to applicable electrical codesbe awarded contracts by the IOM; It shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child; The remuneration of the Contractor under this Article 3.1 shall constitute the sole remuneration in connection with this Agreement. The Contractor, its officers and employees shall not accept for their own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Contractor shall ensure that any subcontractors, as well as the officers, personnel and agents of either of them, similarly, shall not receive any such additional remuneration. The Contractor further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement (“other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a dedicated line sexual nature; abusing a position of vulnerability, differential power or trust for power supply sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate polarization and grounding corrective measures, including imposing disciplinary measures on the person who has committed SEA. Ensure that the SEA provisions are included in accordance all subcontracts. Adhere to above commitments at all times. Failure to comply with Seller’s specifications, (a)-(d) shall constitute grounds for immediate termination of this Agreement. The above warranties survive the expiration or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under termination of this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinAgreement.

Appears in 1 contract

Samples: iom.org.ua

Warranties. Seller One (1) year (12 months) parts and equipment from date of first operation of the Goods or completion of the Services (the “Warranty Period”). Vendor warrants that upon receipt of the Final Payment, title to the Equipment Goods/Services shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) conform to the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingspecifications, and drawings agreed upon in writing by Vendor and AGI (the “Specifications”) as set out in the PO, or in the absence of agreement on Specifications as of the date of the PO, Vendor warrants that such actions or occurrences are not the fault of SellerGoods/Services shall be fit for all their intended uses and purpose(s) and be merchantable; (b) the Equipment is used be free from defects in combination or connection with other equipmentmaterial, attachments not approved in writing by Seller for use in combination or connection with the equipment; design and workmanship and (c) installationconform to all applicable laws, repairbylaws, replacement codes and regulations in effect on date of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers delivery or any third party, unless other laws or regulations specifically set forth in the same Specifications. Vendor warrants further that all Services to be provided shall have been expressly authorized (a) be performed in writing by Seller; a skillful and workmanlike manner and (db) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Sellerall applicable laws, regulations, orders, by-laws and codes. . Goods which breach the above warranty within the Warranty Period shall be repaired or replaced, or, if repair or replacement is not reasonably feasible, available or practical, returned to the Vendor at Vendor’s specificationscost in exchange for a refund to AGI of the entire purchase price paid for the applicable Goods/Services.. Vendor shall assign to AGI any warranties it or its affiliates receive from any third party as relates to the Goods/Services.. If the warranties cannot be assigned, Vendor agrees to make claims in a prompt and proper manner under the warranties on AGI’s behalf upon request at the Vendor’s sole cost. If the assigned warranty from a third party is less than Warranty PeriodVendor shall cover the remaining Warranty Period. If Goods/Services, or (e) Purchaser fails components thereof, are repaired or replaced pursuant to perform timely operating maintenance this warranty, the Warranty Period originally applicable to such components shall re-commence as specified in Seller’s Operator’s Manual. Repairs from the date such repair or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment replacement is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereincompleted.

Appears in 1 contract

Samples: Terms and Conditions

Warranties. Seller warrants that upon receipt If, and to the extent, Xxxxxxxx receives warranties from the manufacturers, contractors or installers of certain portions of the Final PaymentLeased Premises, title to or the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal usesystems, as defined belowequipment or fixtures comprising the same (“Third Party Warranties”), with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system Landlord will reasonably assist Tenant in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (cadministration and enforcement of any such Third Party Warranty to the extent they impact the Leased Premises. Notwithstanding anything contained in Section 9(b) installationto the contrary, repairLandlord hereby warrants to Tenant that the workmanship and material of all Building Systems that were installed and completed by Landlord will be and remain in good working order, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or and any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs necessary repairs or replacements qualifying under this warranty thereto during the Warranty Period (as defined herein) shall be performed on regularly business days by and during Seller’s regular business hours at the expense of Landlord within a reasonable time following Purchaser’s requestupon receiving written notice from Tenant during such Warranty Period, and after the expiration of such Warranty Period, any and all such repairs or replacements shall be performed by and at the expense of Tenant in a manner that will not adversely affect the validity or enforceability of any relevant Third Party Warranty. All requests for Notwithstanding anything herein to the contrary, the warranty fulfillment must described herein may not be made during assigned or transferred by successors. As is customary with new construction, “nail popping,” minor cracks, and other shifting or settling may occur in the stated floors, walls, and ceilings of the Leased Premises, and such issues are not caused by faulty workmanship or defective materials, but result due to normal settling and shifting of the Leased Premises and/or shrinkage of materials. Landlord shall not be responsible, under the foregoing warranty period. Normal Use or otherwise, for any Equipment is deemed to be continuousrepairs, decorating, or painting necessitated or desired by virtue of the normal settling and shifting of the Leased Premises or shrinkage of materials. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESAs used herein, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinthe “Warranty Period” shall mean the first twelve (12) months of the Lease Term.

Appears in 1 contract

Samples: Lease (Aqua Power Systems Inc.)

Warranties. Seller PMC warrants that upon receipt all Products manufactured under this agreement exclusively as follows: END OF PAGE 162 MILK COOLERS ONE YEAR LIMITED WARRANTY PMC will repair (or replace at its option) any part or portion of a Product manufactured by PMC and found to be defective in workmanship or material under normal use and service for a period of one (1) year from the date of installation by the original user, or twenty (20) months from the date of shipment from the PMC factory, whichever occurs first. Purchased components such as motors, gearboxes or refrigeration controls shall only be warranted only to the extent of the Final Paymentoriginal equipment manufacture's warranty. This warranty covers replacement of parts or repair of the equipment only, title and does not cover items such as refrigerant, product loss, cost of substitute storage facilities, or labor charges by others; provided however, that in the event of defective workmanship, the warranty does cover all direct costs incurred by DELAVAL U.S. but only to the Equipment shall pass extent such costs are previously authorized by PMC prior to Purchaser free and clear being incurred; or all direct costs incurred by PMC relating to the repair or replacement of the cooler in question. Replacements and/or repair of certain components not withstanding manufactured by PMC will be handled by authorized service stations designated by the manufacturer of the component. Advance permission to return any lender(s) executed securitization of noted any parts or equipment must be obtained, in writing, and all EquipmentProducts must be returned with transportation cost prepaid. Seller shall provide Purchaser FIVE-YEAR LIMITED WARRANTY PMC warrants to DELAVAL U.S. that the DELAVAL U.S. milk cooler stainless steel evaporator (cooling plate) and stainless steel internal refrigerant tubing in the DELAVAL U.S. bulk milk tanks manufactured under this agreement will remain free from defects in material and workmanship under normal use, as defined below, with the limited manufacturer's warranties use and service for the solar modules, inverters and racking. Seller shall also provide Purchaser with a period of five (5) year limited system warranty as measured years from the original date of installation and subsequent approval to use by the original purchaser-user or sixty-six (66) months from Local Township or Utility the date of shipment from the PMC factory, whichever occurs first for parts and laborfirst. Under this warranty, on all components PMC's obligation shall be limited to the repair or, at PMC's option, the replacement of the solar system in addition plate(s) and tubing. PMC warrants to repairs to portions DELAVAL U.S. that the DELAVAL U.S. milk cooler stainless steel evaporator (cooling plate) will be free of roofs directly affected internal leakage for a period of five (5) years from the date of installation by the installation original purchaser-user or sixty-six (66) months from the date of shipment from the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the PurchaserPMC factory, all warranties whichever occurs first, during which time defective units will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have repaired by PMC at no obligation under this warranty in the event that: (a) the Equipment has been subject charge to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinDELAVAL U.S.

Appears in 1 contract

Samples: Manufacturing and Sales Agreement (Mueller Paul Co)

Warranties. Seller The Supplier warrants that upon all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. This warranty shall remain valid for 12 (twelve) months after the Goods have been delivered to and accepted at the final destination indicated in the Contract. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods/Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under this warranty. Upon receipt of such notice, the Final PaymentSupplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Equipment shall pass Goods, is fully qualified to Purchaser free sell the Goods to IOM, and clear not withstanding any lender(s) executed securitization of noted any is a company financially sound and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the limited manufacturer's warranties for stipulated completion period, the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components delivery of the solar system Goods in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abusebest interests of IOM; No official, improper application, alteration, accident employee or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault agent of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same shall have been expressly authorized in writing by SellerSupplier any direct or indirect benefit arising from this Agreement or award thereof; (d) Purchaser It has not misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to be awarded contracts by IOM; It has or shall take out relevant insurance coverage for the period the Supplies are provided electrical service conforming under this Agreement; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Price specified in Article 3.1 of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Supplier becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable electrical codesanti-terrorism legislation. If, including a dedicated line for power supply and appropriate polarization and grounding during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with Seller’s specificationsthis Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, or (e) Purchaser fails to perform timely operating maintenance it will inform IOM immediately who in consultation with the donors as specified appropriate, shall determine an appropriate response. The Supplier shall ensure that this requirement is included in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinall subcontracts.

Appears in 1 contract

Samples: www.iom.int

Warranties. Seller The Contractor warrants that upon receipt to the Agency that: all Work will be performed in accordance with this Agreement and conform to the Standard of Care; and all Construction Work, including all materials and ECM Installations furnished as part of the Final PaymentConstruction Work, title to will be new (unless otherwise specified in Schedule A (Scope of Construction Work), of good quality, free of defects or deficiencies in materials and workmanship and will be fit for its intended purpose. The foregoing warranties (the Equipment shall pass to Purchaser free and clear not withstanding any lender(s“Warranties”) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal useare exclusive and, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full except as provided in this agreement Section 8.2(b) below, expressly given in lieu of all other warranties, whether statutory, oral or implied (including any change orders warranties of fitness for particular purpose, merchantability, custom or extras caused usage or otherwise), the existence of which are hereby disclaimed by unforeseen or concealed conditions or requests of the Purchaser, all warranties Contractor and waived by the Agency. The Warranties with respect to each Construction Unit will be considered suspended effective for a period of two years following the Construction Unit Completion Date for such Construction Unit (the “Warranty Period”); provided that the Construction Unit is operated and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding maintained in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s the ECM Installations Operation Manual. Repairs Defects. Following the discovery during the Warranty Period with respect to a Construction Unit of a defect or replacements qualifying under this warranty shall be performed on regularly business days deficiency that is covered by the foregoing warranties (in either case, a “Defect”), the Contractor shall, as soon as practicable without materially interfering with the activities at the Agency Facilities, (i) correct such deficiency by, at its option, redesigning, repairing or replacing the defective Construction Work and during Seller’s regular business hours (ii) demonstrate to the reasonable satisfaction of the Agency, by testing or otherwise, that the deficiency has been corrected. If the Contractor fails within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made the discovery of any Defect during the stated warranty periodWarranty Period and, after receipt of written notice from the Agency to begin, and to continue with diligence and promptness, to cure such Defect, the Agency may, without prejudice to any other remedy it may have and without the requirement to exercise any other remedy, cure such Defect. Normal Use In such case, the Contractor will be liable to the Agency for the reasonably documented costs of correcting such Defect, together with interest thereon from the date incurred at the Late Payment Rate. The Contractor shall pay such amounts within 15 days of the Agency’s written demand therefor. The exercise by the Agency of any Equipment is deemed of its rights under this subsection (b) will not diminish any of the Contractor’s obligations hereunder or any other rights or remedies available to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties the Agency at law or guarantees beyond those provided hereinin equity.

Appears in 1 contract

Samples: Guaranteed Savings Agreement

Warranties. Seller The Service Provider warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free that: It is a company financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserstipulated completion period, all warranties will be considered suspended the Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault best interests of SellerIOM; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement No official of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same Service Provider any direct or indirect benefit arising from the Agreement or award thereof; It has not misrepresented or concealed any material facts in the procurement of this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the Services are provided under this Agreement; The Price specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration. It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation were IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable anti-terrorism legislation. If, during the term of this Agreement, the Service Provider determines there are credible allegations that funds transferred to it in accordance with this Agreement have been expressly authorized used to provide support or assistance to individuals or entities associated with terrorism, it will inform IOM immediately who in writing consultation with the donors as appropriate, shall determine an appropriate response. The Service Provider shall ensure that this requirement is included in all subcontracts. The Service Provider warrants that it shall abide by Sellerthe highest ethical standards in the performance of this Agreement, which includes not engaging in any fraudulent, corrupt, discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child. The Service Provider shall immediately inform IOM of any suspicion that the following practice may have occurred or exist: a corrupt practice, defined as the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence the action of IOM in the procurement process or in contract execution; (d) Purchaser has not provided electrical service conforming to applicable electrical codesa fraudulent practice, defined as any act or omission, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsmisrepresentation or concealment, that knowingly or recklessly misleads, or attempts to mislead, IOM in the procurement process or the execution of a contract, to obtain a financial gain or other benefit or to avoid an obligation or in such a way as to cause a detriment to IOM; a collusive practice, defined as an undisclosed arrangement between two or more bidders designed to artificially alter the results of the tender process to obtain a financial gain or other benefit; a coercive practice, defined as impairing or harming, or threatening to impair or harm, directly or indirectly, any participant in the tender process to influence improperly its activities, or affect the execution of a contract. an obstructive practice, defined as (ei) Purchaser fails deliberately destroying, falsifying, altering or concealing of evidence material to IOM investigations, or making false statements to IOM investigators in order to materially impede a duly authorized investigation into allegations of fraudulent, corrupt, collusive, coercive or unethical practices; and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation; or (ii) acts intended to materially impede the exercise of IOM’s contractual rights of access to information. any other unethical practice contrary to the principles of efficiency and economy, equal opportunity and open competition, transparency in the process and adequate documentation, highest ethical standards in all procurement activities. The Service Provider further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (“SEA”) by its employees or any other persons engaged and controlled by it to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying activities under this warranty Agreement (“other personnel”). For the purpose of this Agreement, SEA shall be performed include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favors or activities, including humiliating or degrading treatment of a sexual nature; abusing a position of vulnerability, differential power or trust for sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate corrective measures, including imposing disciplinary measures on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s requestthe person who has committed SEA. All requests for warranty fulfillment must be made during Ensure that the stated warranty periodSEA provisions are included in all subcontracts. Normal Use for any Equipment is deemed Adhere to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinabove commitments at all times.

Appears in 1 contract

Samples: Security Service Agreement

Warranties. Seller Vendor warrants that any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standards of Vendor's industry in the United States and shall meet or exceed Vendor's specifications on performance as detailed in Vendor's brochures, sales literature and other specifications as provided to Buyer. Vendor shall perform all services to the reasonable satisfaction of Buyer. In addition to any other express warranties, Vendor warrants that the Material furnished pursuant to the Purchase Order: (a) is free from defects in title, workmanship and material; (b) is free from defects in design except to the extent that such items comply with detailed designs provided by Buyer; (c) is of merchantable quality and suitable for the purposes, if any, which are stated on the Purchase Order; (d) shall conform to all specifications or other descriptions furnished to and approved by the Parties; (e) shall comply with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning health, safety and environmental standards) which bear upon receipt the Material; (f) shall be new and not refurbished or reconditioned, unless expressly agreed in writing by Buyer; and (g) shall not be not restricted in any way by any patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual right of the Final Paymentany third party. In addition, Vendor warrants that Buyer shall have good and marketable title to all Material (including components thereof) purchased pursuant to the Equipment shall pass transactions contemplated under the Purchase Order, free of all liens and encumbrances and that no licenses are required for Buyer to Purchaser free use such Material. If any Material covered by the Purchase Order is found not to be as warranted, Buyer may, by written notice to Vendor: (a) rescind the Purchase Order as to such non-conforming Material; (b) Accept such Material at an equitable reduction in purchase price; or (c) reject such non- conforming Material and clear not withstanding any lender(s) executed securitization require the delivery of noted any and all Equipmentsuitable replacements at no additional charge to Buyer. Seller shall provide Purchaser under normal useIf Vendor fails to deliver suitable replacements promptly, as defined belowBuyer, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a notice of five (5) year limited system business days, may replace or correct such Material and charge Vendor the additional cost incurred by Buyer thereby, or terminate the Purchase Order for material breach. Any items corrected or furnished in replacement are subject to all the provisions of this section to the same extent as items initially furnished or originally ordered. Cost of replacement, rework, inspection, repackaging and transportation of such corrected Material shall be at Vendor’s expense. This warranty as measured from the original date of installation and subsequent approval to use from Local Township provision shall survive any inspection, delivery, Acceptance, payment, expiration or Utility whichever occurs first for parts and labor, on all components earlier termination of the solar system Purchase Order and such warranties shall run to Buyer, its successors, assigns, trustees, faculty, employees, students, agents and users of the Material. Nothing herein, however, shall limit Buyer's rights in law or equity for damages resulting from delivery of defective Material or provision of services. Rights granted to Buyer in this Section 8 are in addition to repairs to portions any other rights or remedies provided elsewhere in these Terms and Conditions or in a court of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinlaw.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Warranties. Seller warrants that upon receipt All warranties shall begin on the date of the Final Payment, title COUNTY’s acceptance and shall last for a period of twelve (12) months unless otherwise specified in the Scope of Services. The CONTRACTOR shall obtain and assign to the Equipment COUNTY all express warranties given to the CONTRACTOR or any subcontractors by any material suppliers, equipment or fixtures to be incorporated into the Project/Service. The CONTRACTOR warrants to the COUNTY that any materials and equipment furnished under the contract documents shall pass to Purchaser be new unless otherwise specified, and that all work shall be of good quality, free from defects and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, in conformance with the limited manufacturer's warranties contract documents. The CONTRACTOR further warrants to the COUNTY that all materials and equipment furnished under the contract documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for the solar modulescontract documents. This warranty requirement shall remain in force for the full period identified above, inverters and rackingregardless of whether the CONTRACTOR is still under contract at the time of the defect. Seller These warranties are in addition to those implied warranties to which the COUNTY is entitled as a matter of law. Further, a specific warranty period is included as a requirement as follows: The CONTRACTOR shall also provide Purchaser with a be responsible for promptly correcting any deficiency, at no cost to the COUNTY, within five (5) year limited system calendar days after the COUNTY notifies the CONTRACTOR of such deficiency in writing. If the CONTRACTOR fails to honor the warranty and/or fails to correct or replace the defective work or items within the period specified, the COUNTY may, at its discretion, notify the CONTRACTOR in writing that the CONTRACTOR may be debarred as measured from a COUNTY vendor, and/or become subject to contractual default if the original date of installation and subsequent approval corrections or replacements are not completed to use from Local Township or Utility whichever occurs first for parts and labor, on all components the satisfaction of the solar system in addition to repairs to portions COUNTY within five (5) calendar days of roofs directly affected by the installation receipt of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includednotice. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from CONTRACTOR fails to satisfy the Purchaser. Seller shall have no obligation under this warranty within the period specified in the event that: notice, the COUNTY may (a) place the Equipment has been subject to abuse, improper application, alteration, accident or negligence CONTRACTOR in use, storage, transportation or handling, and such actions or occurrences are not the fault default of Seller; its contract and/or (b) procure the Equipment is used in combination products or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with services from another source and charge the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use CONTRACTOR for any Equipment is deemed to be continuous. Purchaser agrees additional costs that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESare incurred by the COUNTY for this work or items, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties either through a credit memorandum or guarantees beyond those provided hereinthrough invoicing.

Appears in 1 contract

Samples: Agreement

Warranties. Seller The Supplier warrants that upon all Goods supplied under this Contract shall have no defect, arising from design, materials, or workmanship or from any act or omission of the Supplier that may develop under normal use of the supplied Goods in the conditions prevailing in the country of final destination. This warranty shall remain valid for 12 (twelve) months after the Goods have been delivered to and accepted at the final destination indicated in the Contract. The Supplier warrants that all Goods supplied under this Contract are new, unused, of the most recent or current models and that they incorporate all recent improvements in design and materials unless provided otherwise in this Contract. All Goods/Services delivered under this Contract will conform to the specifications, drawings, samples, or other descriptions furnished or specified by IOM. IOM shall promptly notify the Supplier in writing of any claims arising under this warranty. Upon receipt of such notice, the Final PaymentSupplier shall, within the time period specified in the notice, repair or replace the defective Goods or parts thereof, without cost to IOM. IOM’s continued use of such Goods after notifying the Supplier of their defect or failure to conform or breach of warranty will not be considered a waiver of the Supplier’s warranty. The Supplier further represents and warrants that: It has full title to the Equipment shall pass Goods, is fully qualified to Purchaser free sell the Goods to IOM, and clear not withstanding any lender(s) executed securitization of noted any is a company financially sound and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to carry out fully and satisfactorily, within the limited manufacturer's warranties for stipulated completion period, the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components delivery of the solar system Goods in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abusebest interests of IOM; No official, improper application, alteration, accident employee or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault agent of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same shall have been expressly authorized in writing by SellerSupplier any direct or indirect benefit arising from this Agreement or award thereof; (d) Purchaser It has not provided electrical service conforming misrepresented or concealed any material facts in the procuring of this Agreement; The Supplier, its staff or shareholders have not previously been declared by IOM ineligible to applicable electrical codesbe awarded contracts by IOM; It shall abide by the highest ethical standards in the performance of this Agreement, which includes not engaging in any discriminatory or exploitative practice or practice inconsistent with the rights set forth in the Convention on the Rights of the Child; The prices for the Goods under this Agreement do not exceed those offered for similar goods to Supplier’s other customers; The Prices specified in Annex B of this Agreement shall constitute the sole remuneration of the Supplier in connection with this Agreement. The Supplier shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations hereunder. The Supplier shall ensure that any subcontractors, as well as the officers, employees, and agents of either of them, similarly, shall not receive any additional remuneration. The Supplier further warrants that it shall: Take all appropriate measures to prohibit and prevent actual, attempted and threatened sexual exploitation and abuse (SEA) by its employees or any other persons engaged and controlled by it to perform activities under this Agreement ( “other personnel”). For the purpose of this Agreement, SEA shall include: Exchanging any money, goods, services, preferential treatment, job opportunities or other advantages for sexual favours or activities, including humiliating or degrading treatment of a dedicated line sexual nature; abusing a position of vulnerability, differential power or trust for power supply sexual purposes, and physical intrusion of a sexual nature whether by force or under unequal or coercive conditions. Engaging in sexual activity with a person under the age of 18 (“child”), except if the child is legally married to the concerned employee or other personnel and is over the age of majority or consent both in the child’s country of citizenship and in the country of citizenship of the concerned employee or other personnel. Strongly discourage its employees or other personnel having sexual relationships with IOM beneficiaries. Report timely to IOM any allegations or suspicions of SEA, and investigate and take appropriate polarization and grounding corrective measures, including imposing disciplinary measures on the person who has committed SEA. Ensure that the SEA provisions are included in accordance all subcontracts. Adhere to above commitments at all times. Failure to comply with Seller’s specifications, or (ea)-(d) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under shall constitute grounds for immediate termination of this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinAgreement.

Appears in 1 contract

Samples: www.iom.int

Warranties. Seller The Contractor warrants that upon receipt Hardware i) is free from defects in materials and quality of the Final Payment, title work and ii) substantially conforms to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includedContractor’s published specifications. If Purchaser Hardware does not function as warranted during the warranty period, Contractor will determine to either i) make payment in full as provided in this agreement including any change orders it do so, or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaserii) replace it with equivalent Hardware. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment Contractor warrants that when Software is used in combination the specified operating environment it will substantially conform to its published specifications. If Software does not function as warranted during the warranty period, Contractor will provide a suitable fix or connection with other equipment, attachments workaround or will replace the Software; provided Software is within one software release level of the then-current software. Services will be performed in a professional manner. If Services are not approved performed as warranted and Contractor is notified in writing by Seller City within 30 days, Contractor will re-perform the non-conforming services. The warranty period for use Hardware and Software shall be the warranty period identified in combination the Contractor’s warranty matrix in effect at the time of City’s Order. In the event Contractor determines that repair or connection replacement as set forth in this Section cannotSection cannot be made using commercially reasonable efforts, Contractor will give City a credit equal to City’s net book value for the Product, provided City has followed generally-accepted accounting principles. No warranty is provided for i) supply items normally consumed during Product operation; ii) failures caused by non- Contractor products; iii) failures caused by a Product’s inability to operate in conjunction with the equipmentother City hardware or software allowed by Contractor in writing; (cor iv) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performance failures resulting from services not performed by Purchaser, PurchaserContractor or City’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming failure to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying purchase all necessary Products under this warranty shall Agreement. Warranty will be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s requestvoided by misuse, accident, damage or modification, failure to maintain proper physical or operating environment or improper City maintenance. All requests for warranty fulfillment must be made during the stated warranty periodSoftware is not warranted to operate uninterrupted or error free. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED THESE WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S AND LIMITATIONS ARE CITY’S EXCLUSIVE WARRANTIES AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE REMEDIES AND ARE PROVIDED IN LIEU OF REPLACE ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATIONBUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SellerContractor provides Third Party Vendor Items on an “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, unless Contractor specifies otherwise.” The Contractor warrants that all goods are merchantable, comply with the City’s agents have no authority to give warranties latest drawings and specifications, and are fit for the City’s intended use; all goods comply with all applicable safety and health standards established for such products; all goods are properly packaged; and all appropriate instructions or guarantees beyond those provided hereinwarnings are supplied.

Appears in 1 contract

Samples: www.seattle.gov

Warranties. Seller JCI warrants its Services will be provided in a good and workmanlike manner for 90 days from the date of Services. If JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will re-perform any non-conforming Services at no additional charge within a commercially reasonable time of the notification. JCI warrants that upon receipt equipment manufactured or labeled by Xxxxxxx Controls, Inc. shall be free from defects in material and workmanship arising from normal usage for a period of 90 days. No warranty is provided for third-party products and equipment installed or furnished by JCI. Such products and equipment are provided with the Final Payment, title third party manufacturer’s warranty to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingextent available, and such actions or occurrences are not JCI will transfer the fault benefits, together with all limitations, of Seller; (b) the Equipment is used that manufacturer’s warranty to Customer. All transportation charges incurred in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the warranty for equipment and/or materials not covered under this Agreement shall be borne by Customer. Except as provided herein, if JCI receives written notice of a breach of this warranty prior to the end of this warranty period, JCI will repair or replace (at JCI’s option) the defective equipment; (c) installation. These warranties do not extend to any Services or equipment that have been misused, repair, replacement of parts, adjustment, service altered, or other work on repaired by Customer or third parties without the Equipment is performed by Purchasersupervision of and prior written approval of JCI, Purchaser’s customers or any third party, unless the same shall if JCI serial numbers or warranty decals have been expressly authorized in writing by Seller; (d) Purchaser has removed or altered. All replaced parts or equipment shall become JCI’s property. This warranty is not assignable. Warranty service will be provided electrical service conforming during normal business hours, excluding holidays. The remedies set forth herein shall be Customer’s sole and exclusive remedy with regards to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying any warranty claim under this Agreement. Any lawsuit based upon the warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during brought no later than one (1) year after the stated expiration of the applicable warranty period. Normal Use for This limitation is in lieu of any Equipment is deemed to be continuousother applicable statute of limitations. Purchaser agrees that THE LIMITED CUSTOMER FURTHER ACKNOWLEDGES AND AGREES THAT THESE WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE ARE JCI’S SOLE WARRANTIES AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have JCI makes no authority and specifically disclaims all representations or warranties that the services, products, software or third party product or software will be secure from cyber threats, hacking or other similar malicious activity, or will detect the presence of, or eliminate, prevent, treat, or mitigate the spread, transmission, or outbreak of any pathogen, disease, virus or other contagion, including but not limited to give warranties or guarantees beyond those provided hereinCOVID 19.

Appears in 1 contract

Samples: www.minotnd.gov

Warranties. Seller warrants that upon receipt LESSOR EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE EQUIPMENT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OF TITLE. Lessee hereby waives all claims against Lessor for losses, damages, costs and expenses (including, without limitation, loss of profits and incidental or consequential damages) arising out of the Final Paymentdelivery, title to installation, use, operation or maintenance of the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all or otherwise concerning the Equipment. Seller Lessee acknowledges that Lessor is not a dealer in equipment of any kind or the agent of any manufacturer, that the Equipment is of a type, size, design and capacity selected solely by Lessee, and that each item of Equipment is being leased for use in the conduct of Lessee's business. If, after delivery of the Equipment, such item of Equipment is not properly installed, does not operate as represented or warranted, or is unsatisfactory for any reason, Lessee shall provide Purchaser under normal usemake any claim on account thereof against the manufacturer, as defined belowowner or installer and shall not assert any such claim against the Lessor, with and no such occurrence shall relieve Lessee of any of its obligations hereunder. During the limited manufacturer's warranties for the solar modulesterm of this Lease, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval Lessor hereby assigns to use from Local Township Lessee any assignable warranty, whether express or Utility whichever occurs first for parts and laborimplied, on all components each item of the solar system Equipment, provided that Lessee is not then in addition to repairs to portions of roofs directly affected default hereunder. All claims or actions on any warranty so assigned shall be made or prosecuted by the installation of the solar system. Pre-existing conditions including but not limited to Structural Lessee, at its sole expense, and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller Lessor shall have no obligation to make any claim in respect of any such warranty. Any recovery in cash or cash equivalent under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and any such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must made payable to Lessor and, at Lessor's sole option, may be made during used to repair or replace the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinEquipment.

Appears in 1 contract

Samples: Equipment Lease Agreement (Sporlox Corp)

Warranties. Seller (a) Contractor warrants to Company that all Equipment shall be (i) new and of good quality, (ii) free from improper workmanship and Defects, (iii) conform to all applicable requirements of all Applicable Laws and all Applicable Permits, and (iv) fit for Company's use in connection with battery storage facilities. (b) Contractor warrants to Company that the Work will be performed in a good and workmanlike manner, and that the ESS will: (i) conform to and be designed, engineered and constructed in accordance with the Drawings, Statement of Work, all Applicable Laws and Applicable Permits and other terms of the Contract Documents; (ii) conform with, and be designed and engineered according to professional standards and skill, expertise and diligence of design professionals regularly involved in battery storage facilities similar to the Project; and (iii) contain the Equipment, supplies and materials described in the Statement of Work. (c) Contractor warrants to Company that none of the Work, the ESS, the Equipment, the Drawings, Final Plans and the design, engineering and other services rendered by Contractor hereunder, nor the use or ownership thereof by Company in accordance with the licenses granted hereunder, infringes, violates or constitutes a misappropriation of any trade secrets, proprietary rights, intellectual property rights, patents, copyrights or trademarks. (d) Except as expressly stated herein to the contrary, Contractor warrants that upon receipt it shall remedy, in accordance with Section 12.2, any Defects in the Work due to faulty design, materials or workmanship which appear within the Warranty Period. Contractor shall bear all costs of corrections, repairs, and required maintenance during the Final Payment, title Warranty Period. The provisions of this Section 12.1 apply to the Equipment shall pass Work performed by Subcontractors and Vendors as well as Work performed directly by Contractor. The provisions of this Article XII do not apply to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected corrective work caused by the installation acts or omissions of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includedCompany or any separate contractor of Company. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) Company notifies Contractor of a Defect within the Equipment has been Warranty Period, Contractor, at Contractor’s expense, shall perform all Work necessary to remedy the Defect, and the repair or replacement Work performed by Contractor to accomplish that purpose shall be subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming Warranty Period. Contractor agrees to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance reasonably cooperate with Seller’s specifications, or Company to effect the collection of any such insurance proceeds. (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S OF CONTRACTOR SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES WARRANTIES, WHETHER STATUTORY, EXPRESS OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE). Seller’s agents The foregoing sentence is not intended to disclaim any other obligations of Contractor set forth herein. 12.2 SERVICE PACKAGE EXTENSION ELECTIONS Company shall have no authority the right to give warranties purchase the Fixed Energy Capacity Guarantee Service Packages or guarantees beyond those provided hereinMaintenance Only Service Packages, by notifying Contractor of such election within [*****] prior to the conclusion of the then-current Service Package Period; provided, however, that Company may not elect

Appears in 1 contract

Samples: Edison Agreement (Ameresco, Inc.)

Warranties. Seller warrants that upon receipt DEBTOR ACKNOWLEDGES THAT SECURED PARTY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN RESPECT OF THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE. Secured Party shall not be liable to Debtor for any loss, damage or expense of any kind or nature caused, directly or indirectly, by any Equipment secured hereunder or the use or maintenance thereof or the failure of operation thereof, or the repair, service or adjustment thereof, or by any delay or failure to provide any such maintenance, repairs, service or adjustment, or by any interruption of service or loss of use thereof or for any loss of business howsoever caused. The Equipment shall be shipped directly to Debtor by the supplier thereof and Debtor agrees to accept such delivery. No defect or unfitness of the Final PaymentEquipment, title to nor any failure or delay on the part of the manufacturer or the shipper of the Equipment to deliver the Equipment or any part thereof to Debtor, shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components relieve Debtor of the solar system in addition obligation to repairs to portions of roofs directly affected by pay the installation of the solar systemTime Balance or any other obligation under this Agreement. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller Secured Party shall have no obligation under this warranty Agreement in the event that: (a) respect of the Equipment has been subject and shall have no obligation to abuseinstall, improper applicationerect, alterationtest, accident adjust or negligence service the Equipment. Secured Party agrees, so long as there shall not have occurred or be continuing any Event of Default hereunder or event which with lapse of time or notice, or both, might become an Event of Default hereunder, that Secured Party will permit Debtor to enforce in use, storage, transportation Debtor's own name at Debtor's sole expense any supplier's or handling, and such actions manufacturer's warranty or occurrences are not the fault agreement in respect of Seller; (b) the Equipment to the extent that such warranty or agreement is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinassignable.

Appears in 1 contract

Samples: Loan and Security Agreement (U S Long Distance Corp)

Warranties. Seller warrants that upon receipt the goods to be free from defects in workmanship and materials for a period of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) one year limited system warranty as measured from the original date of installation shipment. This limited warranty does not cover the effects of corrosion, erosion and subsequent approval to use from Local Township or Utility whichever occurs first for parts normal wear and labortear, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including consumable items including, but not limited to Structural to, seals, mixing tubes, filters, orifices, low and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders high-pressure plumbing and cylinders, or extras part failures caused by unforeseen (i) accident or concealed conditions any act of God, (ii) abuse or requests misuse, or (iii) failure to maintain the goods in accordance with Seller technical specifications. Seller’s liability is limited to repair or replacement of the goods and the determination regarding which of these is appropriate shall be at Seller’s sole discretion. This warranty is conditioned upon (i) Seller being notified in writing by Purchaser within one month after discovery of defects, and in any event prior to the expiration of the warranty period, (ii) At Seller’s discretion, the return of defective goods to Seller, with inbound transportation charge prepaid by Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from (iii) Seller’s examination of the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abusegoods and determination that such defects were not caused by negligence, misuse, improper applicationmaintenance, alterationimproper installation, accident or negligence act of God, unauthorized repair or alteration, or causes excluded in usethis warranty. Consumable items or parts thereof furnished by Seller, storagebut manufactured by others, transportation shall carry the warranty that such product’s manufacturer has conveyed to Seller, if any. The original warranty period of any goods that have been repaired or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing replaced by Seller for use in combination shall not by virtue of such repair or connection with the equipment; (c) installationreplacement be extended. THIS WARRANTY IS EXCLUSIVE, repairAND SELLER DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, replacement of partsFITNESS FOR A PARTICULAR PURPOSE, adjustmentOR OTHER WARRANTY, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDINGEXCEPT WARRANTY OF TITLE AND NON-INFRINGEMENT OF GOODS OF SELLER’S DESIGN. Oral statements by seller’s employees or representatives do not constitute warranties, WITHOUT LIMITATIONshall not be relied upon by Purchaser, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEand are not part of this Agreement. If Seller provides a warranty, it is conditioned upon Purchaser’s payment in full. Any warranty offered by Purchaser to its customers, in excess of that offered by Seller’s agents have no authority to give warranties or guarantees beyond those provided herein, shall be the responsibility of Purchaser.

Appears in 1 contract

Samples: www.irwaterjet.com

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Warranties. Seller The Service Provider hereby represents and warrants that: It is acting as the Principal and not an agent of an undisclosed principal; It has the necessary skills, expertise, experience and resources that are required for the rendering of the Services in terms of this Agreement; It has the capacity to timeously deliver the Services, time being of the essence; It will provide the Services in a cost-effective manner, thereby ensuring that no unnecessary or extraordinary costs are incurred and passed on to SARS; The execution and performance of the terms and conditions of this Agreement is legal and binding and does not constitute a violation of any law, judgment, its founding documents or binding agreements to which it is party or by which it or its assets are bound; It is expressly agreed between the Parties that each warranty and representation given by the Service Provider in this Agreement is material to this Agreement and induced SARS to conclude this Agreement. The Service Provider warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties it will for the solar modulesduration of this Agreement: (i) use adequate numbers of qualified staff with suitable training, inverters accreditation, education, experience and racking. Seller shall also provide Purchaser with a five skill to perform the Services; (5ii) year limited system warranty as measured from the original date of installation use and subsequent approval to use from Local Township or Utility whichever occurs first for parts adopt any standards and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation processes required under this warranty Agreement; and (iii) provide the Services with promptness and diligence and in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, a workmanlike manner and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsthe practices and high professional standards used in well-managed operations performing services similar to the Services. The Service Provider warrants that it will at all times perform its responsibilities under this Agreement in a manner that does not infringe, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs constitute an infringement or replacements qualifying under this warranty misappropriation of, any Intellectual Property or other proprietary rights of any Third Party CONFIDENTIALITY The Service Provider shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made not during the stated warranty periodterm of this Agreement and after its expiration, disclose any proprietary or confidential information relating to the Services, this Agreement or SARS’s business or operations to any third party without the prior written consent of SARS. Normal Use “Proprietary information and confidential information” shall for purposes of this Agreement refer to, but shall not be limited to trade secrets, know-how, technology, techniques or methods of operating employed by SARS, taxpayer information and SARS Confidential Information as defined in the Tax Administration Act, 2011 (Act No. 28 of 2011), as well as any Equipment information considered confidential in terms of any other Tax Act administered by the Commissioner for SARS, internal SARS policies and/or employee details to which the Service Provider may become privy to during the contract term. Where the Service Provider is deemed not certain about the confidentiality or otherwise of information, it shall treat the information as confidential until otherwise advised by SARS. Where the Service Provider is called upon to be continuousdisclose confidential SARS information due to legal process, the Service Provider shall within 2 (two) days of being so called upon notify SARS of such an event. Purchaser agrees The Service Provider shall ensure that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority its Personnel involved with the rendering of the Services to give warranties or guarantees beyond those provided hereinSARS will sign the SARS Oath of Secrecy.

Appears in 1 contract

Samples: www.sars.gov.za

Warranties. Seller warrants that upon receipt all goods sold will be free of the Final Payment, any claims of any nature and by any third person and that Seller shall convey clear title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller further warrants that the Products supplied by Seller to Purchaser shall have no obligation under this warranty perform in the event that: accordance with agreed upon specifications and shall be free from defects (a) in materials and workmanship, whatever the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Sellerorigin; (b) in design having regard to the Equipment is used in combination state of the art at the time of the order and including defects arising from the choice of materials and / or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipmentparts; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Sellermanufacturing process; and (d) arising from non-suitability for the use for which it was intended. This warranty shall take effect from the date of acceptance of the Products by Purchaser has not provided electrical service conforming and shall remain in force until the earliest of the following to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding occur: (i) the gas turbine in accordance with Seller’s specifications, which the Products have been installed achieve 8000 operating hours; (ii) forty eight months from Start-Up; or (eiii) Purchaser fails sixty (60) months after the delivery of the Products to perform timely operating maintenance as specified Purchaser. Start-Up means the time when the equipment installation is complete and the gas turbine in Seller’s Operator’s Manualwhich the Product has been installed is first synchronized to the grid. Repairs or replacements qualifying under Purchaser's sole remedy in the event of any breach of this warranty shall, at Seller's option, be the replacement or repair in a timely fashion of the defective Product. Seller shall make replacement Products available and pay transportation, taxes, custom duties and insurance to the site where the gas turbine is located. Any repaired or replaced Product shall be performed on regularly business days and during warranted for 8000 operating hours, provided that in no event shall Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for 's warranty fulfillment must be made during obligation extend beyond seventy two (72) months from the stated warranty period. Normal Use for any Equipment is deemed to be continuousdelivery of the initial Product. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESshall notify Seller of obvious defects within sixty (60) days of delivery and of latent defects within thirty (30) days of discovery. The warranties set forth in this section shall not apply to any claims, SALEproblems or defects which are the result of normal wear and tear, MATERIALSmishandling, SOLAR POWER SYSTEMmisuse, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIESneglect or improper testing and repair by other than CCSI or its authorized representatives. THE LIMITED EXPRESS WARRANTIES SUPERSEDE AND PROVIDED HEREIN ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTIES ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER.

Appears in 1 contract

Samples: And License Agreement (Catalytica Combustion Systems Inc)

Warranties. Seller In addition to the warranties of SUPPLIER set forth in the Continuing Guaranty which is attached hereto as Exhibit C, SUPPLIER warrants that upon receipt of the Final Payment, title Products will conform to the Equipment shall pass specifications set forth in SUPPLIER's product literature and Exhibit A; that they will comply and be manufactured, packaged, sterilized (if applicable), labeled and shipped by SUPPLIER in compliance with all applicable federal, state and local laws, orders, regulations and standards. SUPPLIER warrants the products to Purchaser free DISTRIBUTOR's customers against defects in materials and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is workmanship when used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsthe applicable instructions for a period of one (1) year from the date of shipment of the Products. SUPPLIER MAKES NO OTHER END USER WARRANTY, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES . THERE IS NO WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority The warranty provided herein and the data, specifications and descriptions of SUPPLIER Products appearing in SUPPLIER's published catalogs and product literature may not be altered except by express written agreement signed by an officer of SUPPLIER. Representations, oral or written, which are inconsistent with this warranty or such publications are not authorized. In the event of a breach of the foregoing warranty, SUPPLIER asserts that its sole obligation to give warranties the end user shall be to repair or guarantees beyond those replace, at its option, any Product or part thereof that proves defective in materials or workmanship within the warranty period, provided hereinthe customer notifies SUPPLIER or DISTRIBUTOR promptly of such defect. If after exercising reasonable efforts, Millipore is unable to repair or replace the product or part, then Millipore shall refund to the end user all monies paid for such product or part. SUPPLIER disclaims liability for special, direct, indirect, incidental or consequential damages resulting from economic loss or property damages of any nature (including without limitation, loss of property, goodwill, reverse or disruption of any person's business or operations as appropriate) sustained by any customer from the use of its Products. SUPPLIER shall include notice of the foregoing Product Warranty and limitation of liability, together with notice that oral or written representations inconsistent with such Warranty are unauthorized and should not be relied upon, in product literature directed primarily or exclusive to products; DISTRIBUTOR shall cooperate in such inclusion to the extent that DISTRIBUTOR controls the preparation of such literature, or contacts with subdistributors or resellers.

Appears in 1 contract

Samples: Distributorship Agreement (Millipore Corp /Ma)

Warranties. Seller warrants that upon receipt all goods sold will be free of the Final Payment, any claims of any nature and by any third person and that Seller shall convey clear title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller further warrants that the Products supplied by Seller to Purchaser shall have no obligation under this warranty perform in the event that: accordance with agreed upon specifications and shall be free from defects (a) in materials and workmanship, whatever the Equipment has been subject to abuseorigin, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) in design having regard to the Equipment is used in combination state of the art at the time of the order and including defects arising from the choice of materials and / or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipmentTHE SYMBOL "[*]" IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. parts; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Sellermanufacturing process; and (d) arising from non-suitability for the use for which it was intended. This warranty shall take effect from the date of acceptance of the Products by Purchaser has not provided electrical service conforming and shall remain in force until the earliest of the following to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding occur: (i) the gas turbine in accordance with Seller’s specifications, which the Products have been installed achieve 8000 operating hours; (ii) forty eight months from Start-Up; or (eiii) Purchaser fails sixty (60) months after the delivery of the Products to perform timely operating maintenance as specified Purchaser. Start-Up means the time when the equipment installation is complete and the gas turbine in Seller’s Operator’s Manualwhich the Product has been installed is first synchronized to the grid. Repairs or replacements qualifying under Purchaser's sole remedy in the event of any breach of this warranty shall, at Seller's option, be the replacement or repair in a timely fashion of the defective Product. Seller shall make replacement Products available and pay transportation, taxes, custom duties and insurance to the site where the gas turbine is located. Any repaired or replaced Product shall be performed on regularly business days and during warranted for 8000 operating hours, provided that in no event shall Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for 's warranty fulfillment must be made during obligation extend beyond seventy two (72) months from the stated warranty period. Normal Use for any Equipment is deemed to be continuousdelivery of the initial Product. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESshall notify Seller of obvious defects within sixty (60) days of delivery and of latent defects within thirty (30) days of discovery. The warranties set forth in this section shall not apply to any claims, SALEproblems or defects which are the result of normal wear and tear, MATERIALSmishandling, SOLAR POWER SYSTEMmisuse, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIESneglect or improper testing and repair by other than CCSI or its authorized representatives. THE LIMITED EXPRESS WARRANTIES SUPERSEDE AND PROVIDED HEREIN ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTIES ANY WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED AND EXCLUDED BY SELLER.

Appears in 1 contract

Samples: And License Agreement (Catalytica Energy Systems Inc)

Warranties. Seller warrants the Work shall be new, free from defects in title, design, engineering, materials and workmanship and shall conform to the provisions, specifications, performance requirements, drawing samples and other descriptions and requirements contained in this Agreement (each a “Warranty” or collectively, the “Warranties”). Any Work, or component of the Work, that is not in conformity with any Warranty is defective (“Defective”) and contains a defect (“Defect”). For Defective Work, whether arising or developing during the course of the Project and/or during the Warranty Period, Seller shall: (i) at its cost, remedy the Defective Work on an expedited basis, including the payment of any incidental costs related to Seller’s performance of its Warranty obligations (e.g., testing, analysis and engineering, removal, replacement and reinstallation of equipment/materials, etc.); and (ii) at its cost, make Contractor whole for direct losses Contractor incurs as a result of the Defective Work. None of the foregoing costs Seller incurs shall be considered consequential in nature. If the Work provided is found to be Defective prior to the expiration of the Warranty Period, the Warranty applicable to such Work shall be extended [TERM IN PRIME CONTRACT] months from the date the corrective action is completed, but in no event shall Seller’s Warranty extend for more than [TERM IN PRIME CONTRACT] months from [TERM IN PRIME CONTRACT]. These Warranties shall survive any delivery, approval, inspection, acceptance or payment and no such delivery, approval, inspection, acceptance or payment shall be deemed to waive any of Contractor’s rights in this Agreement. [INSERT ANY ADDITIONAL WARRANTY PROVISIONS FROM PRIME CONTRACT]. Upon Contractor’s written notice of Defective Work, up to the completion of the Warranty Period as may be extended pursuant to Section16(c), and having been directed to correct the same by a specified date, if Seller states, or by its actions indicates its inability or unwillingness to comply with the requested corrective action, or if Seller fails to commence Warranty work within three (3) business days for an Emergency Claim or within seven (7) business days for a non-emergency claim to a Contractor approved plan, then Contractor or Owner shall proceed to accomplish the corrective action by the most expeditious means available and shall back charge Seller for the costs of the corrective action. The costs of such back charge shall be computed as follows: (i) all labor shall be charged at two (2) times the fully burdened straight-time labor cost and overtime labor will be charged at two (2) times the fully burdened straight-time labor cost plus the direct labor premium; (ii) materials, small tools and supplies as well as subcontracts shall be charged at net cost; (iii) equipment and tool rentals shall be charged using combined ownership and operating rates from the current Rental Rate Blue Book; and (iv) fifteen percent (15%) shall be added to items (ii) and (iii) above, to cover Contractor’s other costs such as overhead and administration. Contractor will submit invoices to Seller, with appropriate support, for the back charge and any other losses Contractor incurs as a result of the Defective Work. Seller will pay the back charge and other losses upon its receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includedan invoice. If Purchaser does not Seller fails to make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserpayment, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatContractor may: (ai) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of withhold an equivalent amount from any amount due Seller; or (bii) exercise the Equipment is used in combination or connection right of set-off with other equipment, attachments not approved in writing by respect to any sums Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service owes against any sums owed to, or security provided by, Seller and/or its affiliates under any other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance contract with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinContractor and/or its affiliates.

Appears in 1 contract

Samples: Agreement

Warranties. Seller Section A – Revised to read as follows: “General Warranties. Supplier represents, warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event covenants that: (ai) Supplier is free to enter into this Agreement and that Supplier is not, and will not become, during the Term, subject to any restrictions that might restrict or prohibit Supplier from performing the Services or providing the Goods ordered hereunder; (ii) Supplier will comply with all applicable laws, rules and regulations in performing Supplier’s obligations hereunder; (iii) the Equipment has been subject to abuseGoods and/or Services shall be rendered with promptness and diligence and shall be executed in a skilled manner by competent personnel, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Sellerthe prevailing industry standards; and if UC Appendix Data Security is NOT included:(iv) Supplier has developed a business interruption and disaster recovery program and is executing such program to assess and reduce the extent to which Supplier’s specificationshardware, software and embedded systems may be susceptible to errors or failures in various crisis (or force majeure) situations; (v) if Supplier uses electronic systems for creating, modifying, maintaining, archiving, retrieving or transmitting any records, including test results that are required by, or (e) Purchaser fails subject to perform timely operating maintenance as specified inspection by an applicable regulatory authority, then Supplier represents and warrants that Supplier’s systems for electronic records are in Seller’s Operator’s Manualcompliance. Repairs There are no oral promises, representations or replacements qualifying under warranties collateral to or affecting this warranty shall be performed on regularly business days Agreement. The warranties stated herein do not cover wear and during Seller’s regular business hours within a reasonable time following Purchaser’s requesttear, overloading, abuse or misuse by UC, its employees, agents or customers, or any other buyer, nor are said warranties applicable in cases where UC or any other buyer has failed to follow instructions supplied by Supplier, nor in case of any defect due to materials, designs or specifications provided to Supplier by UC. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE LIMITED WARRANTIES DESCRIBED HEREIN CONTRARY, THE PARTIES ACKNOWLEDGE AND AGREE ANY WARRANTY RELATED TO THE GOODS SHALL BE PROVIDED BY THE PURCHASER'S EXCLUSIVE MANUFACTURER OF THE GOODS AND SOLE REMEDY NOT SUPPLIER. AS SUCH, ANY AND ALL WARRANTIES RELATED TO THE GOODS ARE AS SET FORTH IN THE ATTACHED EXHIBIT “A” AND MADE APART HEREOF, AS AMENDED FROM TIME TO TIME BY THE MANUFACTURER. SUPPLIER’S ONLY RESPONSIBILITY AND LIABILITY FOR DEFECTIVE GOODS OR SERVICES SHALL BE TO ASSIST UC OR ANY OTHER BUYER UNDER THIS AGREEMENT WITH FILING A WARRANTY CLAIM WITH THE MANUFACTURER OF THE GOODS. SUPPLIER ACKNOWLEDGES AND AGREES TO WORK WITH UC IN GOOD FAITH TO PROCESS THE WARRANTY CLAIM. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, SUPPLIER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR USE WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinPRODUCTS.”

Appears in 1 contract

Samples: Purchasing Agreement

Warranties. Seller In addition to all other warranties, express or implied in law, Supplier warrants that upon receipt all products delivered hereunder shall be merchantable, free from defects in workmanship and materials, and shall strictly conform to applicable specifications including performance specifications, drawings and approved samples, if any, and will be fit and sufficient for the purposes intended, and, if of Supplier’s design, will be free from design defects. Supplier further warrants that all products shall be in conformance with the most current standards established by the Occupational Safety and Health Act of 1970 and the Consumer Product Safety Act of 1972 as amended. All warranties including service warranties and guarantees shall run to Kearfott, its customers and subsequent owners of the Final Paymentproducts or end products of which they are a part. In the event of a breach hereunder, title Kearfott may require that the products be repaired or replaced by Supplier, or Kearfott may return all or some of the products to Supplier for refund or Kearfott may retain the Equipment products. In the event Kearfott retains the products, the price of this Purchase Order shall pass be equitably reduced. Kearfott may replace such products with similar products and charge the Supplier the cost occasioned to Purchaser free Kearfott thereby. Kearfott shall also have the option to perform or have performed by others the necessary repairs and clear not withstanding charge the cost of such repairs to Supplier. Transportation charges to and from Supplier’s plant and other incidental expenses and responsibility for defective products while in transit shall be borne by Supplier. In the event of a breach of any lender(s) executed securitization of noted the warranties herein provided or of any warranties express or implied in law, Supplier agrees to pay and indemnify Kearfott, its customers or subsequent owners for all liability, loss, costs and expenses resulting from such breach including the cost of tests performed by Kearfott in determining whether a breach has occurred, and all Equipmentcosts of disassembly and reassembly, attorney’s fees and costs of litigation. Seller The rights and remedies of Kearfott herein provided shall provide Purchaser under normal usenot be construed to negate, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service replace, or other work on the Equipment is performed limit, but shall be additional to any rights of Kearfott as a result of breach of warranty by PurchaserSupplier by virtue of any applicable laws or regulations. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. Except for latent defects, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsfraud, or (e) Purchaser fails gross mistake amounting to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under fraud, the term of this warranty shall be performed on regularly business days twelve (12) months after delivery to and during Selleracceptance by Kearfott’s regular business hours within a reasonable time following Purchaser’s requestcustomer or twenty-four (24) months after delivery to and acceptance by Kearfott, whichever first occurs. All requests for Any products corrected or furnished in replacement by Supplier pursuant to this paragraph shall also be subject to all the provisions of this paragraph to the same extent as products initially delivered. The warranty fulfillment must with respect to such products shall be made during equal in duration to that herein set forth and shall run from the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties date of delivery and acceptance by Kearfott of such corrected or guarantees beyond those provided hereinreplaced products.

Appears in 1 contract

Samples: Entire Agreement and Acceptance

Warranties. Seller Supplier warrants that (a) all goods and/or services sold pursuant hereto will be free of any claim by any third person and that Supplier will convey clear title to Company; (b) all services furnished hereunder shall be performed by technically competent and qualified personnel in a safe and workmanlike manner, shall conform to the requirements of this Order including any specifications attached or referenced herein, shall be performed in accordance with the highest generally accepted professional standards associated with the particular industry, trade, and/or discipline involved and shall be fit for the purpose for which intended; (c) all goods sold pursuant hereto will be of new (unless expressly specified otherwise) merchantable quality, free from all defects in design, workmanship and materials, fit for the particular purpose(s) for which purchased and provided in strict accordance with the specifications, samples, drawings, designs and other requirements (including performance specifications) of this Order; (d) all work hereunder shall be performed in strict accordance with all applicable laws, regulations, codes, and standards of any governmental agency or entity having jurisdiction; and (e) Supplier has all required permits and licenses necessary to perform the services and that its services will conform with all applicable permits and licenses. Copies of such permits or licenses shall be provided to Company upon receipt request. Supplier will promptly notify Company in writing in the event any permit or license related to this Supplier or to Supplier's authorization or capacity to perform hereunder is revoked or has expired. For goods, if at any time prior to one (1) year from the date that the goods are first used for the purposes intended by Company or four (4) years from the date of final acceptance by Company, whichever occurs first, it appears that the goods or any part thereof do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company's concurrence, shall promptly correct such nonconformity or replace the nonconforming goods. The warranty period for such corrected or replaced goods shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected or replaced goods. For services, if at any time prior to two (2) years from the date that the services are completed, it appears that the services do not conform to these warranties and Company so notifies Supplier within a reasonable time after such discovery, Supplier, at its sole expense and after obtaining Company's concurrence, shall promptly correct such nonconformity. The warranty period for such corrected services shall be of an equal duration as the original warranty period and shall commence upon acceptance of such corrected service. If Supplier fails to fulfill its obligations under this paragraph, Company may reject or revoke acceptance and cover by purchasing substitute goods or may proceed to make corrections or accomplish Supplier's work by the most expeditious means available. The cost of cover or SERVICE ORDER TERMS AND CONDITIONS (TC1002) correction performed by Company shall be for Supplier's account. Company shall not be billed for any task(s) performed unsatisfactorily or defective parts, materials and equipment and shall be reimbursed within thirty (30) days by Supplier upon demand of Company if an invoice has been previously paid for such improper or defective work or goods. The cost of cover or correction performed by Company shall be for Supplier's account. Supplier's liability hereunder shall extend to all damages proximately caused by the breach of the Final Paymentforegoing warranties, title to the Equipment shall pass to Purchaser free including incidental damages such as removal and clear not withstanding any lender(s) executed securitization of noted any reinstallation costs, inspections costs and all Equipmentshipping costs. Seller shall provide Purchaser under normal useAny and all expenses (including, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural shipping, manufacturing and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused labor expenses) incurred by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty Company in the event that: (a) the Equipment has been subject to abuseexercise of its right hereunder, improper applicationat law and/or in equity, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinreimbursed by Supplier.

Appears in 1 contract

Samples: Service Order Terms And

Warranties. Seller In addition to all other warranties, express or implied in law, Supplier warrants that upon receipt all products delivered hereunder shall be merchantable, free from defects in workmanship and materials, and shall strictly conform to applicable specifications including performance specifications, drawings and approved samples, if any, and will be fit and sufficient for the purposes intended, and, if of Supplier's design, will be free from design defects. Supplier further warrants that all products shall be in conformance with the most current standards established by the Occupational Safety and Health Act of 1970 and the Consumer Product Safety Act of 1972 as amended. All warranties including service warranties and guarantees shall run to ACA, its customers and subsequent owners of the Final Paymentproducts or end products of which they are a part. In the event of a breach hereunder, title ACA may require that the products be repaired or replaced by Supplier, or ACA may return all or some of the products to Supplier for refund or ACA may retain the Equipment products. In the event ACA retains the products, the price of this Purchase Order shall pass be equitably reduced. ACA may replace such products with similar products and charge the Supplier the cost occasioned to Purchaser free ACA thereby. ACA shall also have the option to perform or have performed by others the necessary repairs and clear not withstanding charge the cost of such repairs to Supplier. Transportation charges to and from Supplier's plant and other incidental expenses and responsibility for defective products while in transit shall be borne by Supplier. In the event of a breach of any lender(s) executed securitization of noted the warranties herein provided or of any warranties express or implied in law, Supplier agrees to pay and indemnify ACA, its customers or subsequent owners for all liability, loss, costs and expenses resulting from such breach including the cost of tests performed by ACA in determining whether a breach has occurred, and all Equipmentcosts of disassembly and reassembly, attorney's fees and costs of litigation. Seller The rights and remedies of ACA herein provided shall provide Purchaser under normal usenot be construed to negate, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service replace, or other work on the Equipment is performed limit, but shall be additional to any rights of ACA as a result of breach of warranty by PurchaserSupplier by virtue of any applicable laws or regulations. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. Except for latent defects, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsfraud, or (e) Purchaser fails gross mistake amounting to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under fraud, the term of this warranty shall be performed on regularly business days twelve (12) months after delivery to and during Seller’s regular business hours within a reasonable time following Purchaser’s requestacceptance by ACA's customer or twenty-four (24) months after delivery to and acceptance by ACA, whichever first occurs. All requests for Any products corrected or furnished in replacement by Supplier pursuant to this paragraph shall also be subject to all the provisions of this paragraph to the same extent as products initially delivered. The warranty fulfillment must with respect to such products shall be made during equal in duration to that herein set forth and shall run from the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties date of delivery and acceptance by ACA of such corrected or guarantees beyond those provided hereinreplaced products.

Appears in 1 contract

Samples: www.astronautics.com

Warranties. Seller CONTRACTOR expressly warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as services provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty Agreement shall be performed in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, a professional and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding workmanlike manner in accordance with Seller’s specificationsgenerally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all NAPA branded materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any NAPA branded material or service not in compliance with these warranties, including incomplete, inaccurate, or (e) Purchaser fails defective NAPA branded material or service, at no further cost to perform timely operating maintenance as specified CITY. The warranties set forth in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty section shall be performed on regularly business days in effect for a period of one year from completion of the Services or delivery of the NAPA branded materials, goods and during Seller’s regular business hours within equipment and shall survive the completion of the Services or delivery of NAPA branded materials, goods and equipment for a period of one (1) year (including following termination of this Agreement). In addition, all automotive parts supplied pursuant to this Agreement are subject to the terms of written warranties provided by the manufacturer of each part, and CONTRACTOR shall use reasonable time following Purchaser’s commercial efforts to assist the CITY in processing all warranty claims that the CITY may have against the manufacturer. Copies of the manufacturers’ warranties for all materials, goods, and equipment will be available to the CITY upon request. All requests With respect to non-NAPA branded materials, goods and equipment, the manufacturer’s warranty will be the sole and exclusive remedy for warranty fulfillment must be made during the stated warranty periodCITY in connection with any claims concerning such non-NAPA branded materials, goods and equipment supplied to the CITY pursuant to this Agreement. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING, WITHOUT LIMITATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein, ARE HEREBY EXCLUDED FOR NON-NAPA BRANDED MATERIALS, GOODS AND EQUIPMENT.

Appears in 1 contract

Samples: General Services Agreement

Warranties. Seller warrants that upon for the period of one year or such other period specified on the face of this Order following acceptance that the Products shall: (a)(i) be free of any defects in design, materials, and workmanship, and shall conform and perform in accordance with the description, specifications, and sample of this Order whether furnished by Seller or specified by Buyer; (ii) be fit for the purposes intended; (iii) be of merchantable quality; (iv) not be adulterated or misbranded; (v) be free of any liens and encumbrances; (vi) not contain any “hazard requiring a preventive control,” as that term is defined in 21 C.F.R. § 117.3, that has not been significantly minimized or prevented unless Seller notifies Buyer otherwise in writing prior to the receipt of Products by Buyer; and (vii) Buyer reserves the Final Paymentright to reject and/or return Products which, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization at time of noted any and all Equipment. shipment by Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) in the Equipment has been subject to abusecase of Products with a remaining shelf life, improper applicationdo not have a remaining shelf life of at least 70%, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination do not comply with applicable quality standards set forth herein, or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installationare damaged or unsellable, repair, replacement all strictly as a result of parts, adjustment, service , acts or other work on omissions of Seller. Buyer agrees to take possession of all Products at the Equipment is performed time they are delivered without defect. Any cost associated with Products being damaged after delivery by Purchaser, PurchaserSeller to Buyer shall not be Seller’s customers or any third party, unless responsibility. All reasonable direct costs associated with rejecting the same nonconforming Products shall have been expressly authorized in writing be borne solely by Seller; (d) Purchaser has not provided electrical service , including, without limitation, all reasonable, direct costs incurred by Buyer with respect to the transportation and handling, delivery and return of nonconforming Products. As soon as is reasonably possible, Seller shall, at its expense, cause the removal of the Buyer from each such delivery location or request Buyer to dispose of such Products all in strict accordance with applicable law and consistent with good industry practices. At Buyer’s option, Seller will cause the delivery location to either replace the nonconforming Products with Products conforming to applicable electrical codesthe terms of this Agreement or respectively reimburse or give Buyer full credit for the respective price paid for such nonconforming Products and any other reasonable, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereindirect expenses respectively incurred

Appears in 1 contract

Samples: d2zvyzkm9oxxpw.cloudfront.net

Warranties. In addition to all other express or implied warranties, the Seller warrants to the Buyer that upon receipt the Goods or Services will be of merchantable quality and fit for any purpose held out by the Seller or made known to the Seller or which may be stated the face of this Order; will be free from defects in design, workmanship and material; will correspond with any relevant Specification or sample or all requirements of this Order; and will comply with all statutory requirements and regulations and requirements of this Order. The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, with due care and diligence and to such high standard of quality to expect in all the circumstances and will comply with all statutory requirements and regulations relating to the performance of the Final PaymentServices. All warranties extend to all parts, title materials or equipment not manufactured by the Seller. The express warranties and all other warranties, conditions or other terms implied by statute or common law are not excluded and shall survive delivery, inspecting or testing, acceptance and payment. In addition and without limitation to any other rights or remedies the Buyer may have, if Goods or Services are found not to be so warranted within period of one (1) year from the date of first beneficial use or completion of a project for which Goods or Services are being purchased, whichever shall occur later, the Buyer may return such Goods to the Equipment Seller or demand rectification or replacement or correction of the Goods and Services or obtain credit or repayment of the Price or any part thereof by the Seller, at the Seller's expense, as the Buyer may direct. Any Goods or Services rectified or replaced or corrected shall, from the date of use or completion of such rectification or correction or replacement Goods or Services, whichever shall pass occur later, shall be subject to Purchaser free the provisions of this Clause 10 for the same period and clear not withstanding any lender(s) executed securitization of noted any and all Equipmentto the same extent as the Goods or Services initially furnished pursuant to this Order. The Seller shall provide Purchaser be liable to and indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) or any consequential loss or damage (whether for loss of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever asserted by or against or incurred or paid or agreed to be paid by the Buyer or its customers in settlement of any claim as a result of or in connection with breach of any representation, or any implied warranty; condition or other term, or any duty at common law, or under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components express terms of the solar system in addition to repairs to portions of roofs directly affected Contract given by the installation of Seller in relation to the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in usesupply, storage, transportation or handlingdelivery, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repairapplication, replacement use, performance or resale of parts, adjustment, service , the Goods or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinServices.

Appears in 1 contract

Samples: www.festo.com

Warranties. Seller In addition to any implied warranties and any warranties set forth in any Contract Document, SUPPLIER warrants that upon receipt of the Final Payment, title all Products delivered and Services provided pursuant to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal useOrder shall, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatapplicable: (a) the Equipment has been subject to abusebe new, improper application, alteration, accident free from any defects in material or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Sellerworkmanship; (b) in the Equipment is used case of Services, be performed in combination or connection a professional and workmanlike manner and in accordance with other equipmentapplicable industry standards, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or be in conformity with any third party, unless the same shall have been expressly authorized in writing by Sellerapplicable specifications and applicable industry standards; (d) Purchaser has not provided electrical service conforming conform to applicable electrical codesany statements made on the containers or labels or advertisements for such Products; (e) be properly contained, including a dedicated line for power supply packaged, marked and appropriate polarization and grounding labeled in accordance with SellerCUSTOMER’s specificationsrequirements and all applicable laws relating thereto; (f) be merchantable, and safe and appropriate for the purpose for which the Products will be used and fit for such particular purpose; (g) conform in all respects to samples; and (h) be conveyed free and clear of any liens, encumbrances and security interests and with good title. Payment shall not constitute approval or (e) Purchaser fails acceptance by CUSTOMER and CUSTOMER’s right of inspection shall survive payment. Inspection, test, acceptance or use of the Products or Services furnished under the Order shall not affect SUPPLIER’s obligations under these warranties, and such warranties shall survive inspection, test, acceptance and use. CUSTOMER reserves the right to perform timely operating maintenance as specified return or have reworked, at SUPPLIER’s expense, any defective or nonconforming Products, Services or shipments received or provided contrary to the Contract Documents. If requested by CUSTOMER, SUPPLIER shall correct or replace at SUPPLIER’s expense the defective or nonconforming Products and Services within 30 days after notice to SUPPLIER of such defect or nonconformity, and all costs incurred in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty transporting the Products from CUSTOMER to SUPPLIER and return shipment to CUSTOMER and re-implementing any Services shall be performed on regularly business days borne by SUPPLIER. These warranties shall then apply to the corrected or replaced Products and during SellerServices. Alternatively, at CUSTOMER’s regular business hours option, CUSTOMER may repair or correct the defective or nonconforming Products and Services at SUPPLIER’s expense. Rejected or nonconforming Products and Services shall not be deemed delivered on-time unless corrected or replaced Products and Services are delivered within a reasonable the on-time following Purchaser’s requestperiod applicable to the original Order. All requests These warranties shall run to and shall be for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESbenefit of CUSTOMER, SALEits successors and assigns and customers, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinand users of the Products and Services.

Appears in 1 contract

Samples: Purchase Order Terms and Conditions

Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject all Goods (including any component parts) and/or Services provided to abuseBuyer shall be new, improper applicationmerchantable, alterationfree from defects in design, accident or negligence in useworkmanship and material, storagefit for their intended purpose and conform to applicable drawings, transportation or handlingdescriptions, statues, rules, regulations, and such actions or occurrences are not the fault all other requirements of Sellerthis Order; (b) Seller has good and marketable title to all Goods furnished under this Order and the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipmentright to transfer title to all such Goods to Buyer free and clear of all liens and encumbrances; (c) installationall Services shall be performed in a workmanlike manner by appropriately trained and licensed employees of Seller, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized and in writing by Selleraccordance with best industry standards and practices and all applicable laws; and (d) Purchaser has all Goods shall conform to any statements made on the containers, labels or advertisements for such Goods, and shall be adequately contained, packaged, marked and labeled. Inspection, testing, acceptance or use of the Goods and/or Services shall not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with affect Seller’s specificationsobligation under this warranty, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under and this warranty shall be performed on regularly business days survive inspection, test, acceptance and during Seller’s regular business hours within a reasonable time following Purchaser’s requestuse. All requests for This warranty fulfillment must be is made during to, and shall inure to the stated warranty period. Normal Use for benefit of, Buyer, its successors and assigns, and its customers, and any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEother users of the Goods. Seller, at its expense and at Buyer’s agents have no authority option, shall repair or replace any defective Goods, or re-perform any Services, not conforming to give warranties the foregoing warranty promptly when notified of such non-conformity, provided that Buyer elects to provide Seller with the opportunity to do so. Alternatively, if Buyer elects to do so, or guarantees beyond those provided hereinin the event Seller fails to promptly repair defects in, replace non-conforming Goods or re-perform non-conforming Services, Buyer may make such repairs or replace such Goods or re- perform such Services, or in any case may engage third parties to do so, and Seller shall reimburse Buyer for the cost thereof.

Appears in 1 contract

Samples: Hydro Systems Company

Warranties. Seller expressly warrants that upon receipt the goods and their packaging and services ordered shall be new and not used or reconditioned (unless otherwise specified in this Purchase Order), shall be merchantable, shall conform to this Purchase Order and to specifications, drawings and other descriptions and requirements referenced in this Purchase Order, and to any accepted samples, and shall be free from defects in materials and workmanship, and defects in design, unless the design was supplied by Buyer, and shall be fit for sale or use for Buyer’s intended purposes. Seller further warrants that all goods and their packaging materials shall be produced, packaged, delivered, marked and labeled in compliance with all applicable state and federal laws and regulations and all applicable nationally recognized codes and safety standards and established industry standards, including without limitation state laws relating to packaging requirements for heavy metals, and that Seller has obtained the necessary government permits, approvals and certifications for the goods or services. Seller also represents and warrants that any goods and services delivered hereunder do not infringe any United States or foreign patent, trademark, trade secret or copyright, or any proprietary, intellectual property, industrial property, contract or other right held by any third party. Seller shall, at its expense including, without limitation costs of removal, packing, transportation and reinstallation, promptly, at Buyer’s option, either repair or replace or refund the purchase price paid for any goods and services furnished to Buyer which within thirty-six (36) months after Seller’s completion of the Final Paymentservices or delivery of the goods, title or within the period of any Seller express written warranty if that is longer, fail to conform to the Equipment shall pass to Purchaser free and clear not withstanding requirements of this Purchase Order or any lender(s) executed securitization of noted any and all EquipmentSeller warranty. Seller shall provide Purchaser under normal use, as defined below, be chargeable at any time for repairs made by or on behalf of Buyer to correct such a failure to meet the requirements of this Purchase Order or any warranty when Seller has been given notice of such failure and thereafter has failed to take prompt and effective action to correct the failure in accordance with the limited manufacturer's foregoing. The foregoing warranties for the solar modules, inverters and racking. Seller obligations shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation apply to any goods and subsequent approval to use from Local Township services that are repaired, replaced or Utility whichever occurs first for parts and labor, on all components of the solar system corrected. The above warranties are in addition to repairs all other warranties, expressly given by Seller or implied by law. All warranties shall extend to portions of roofs directly affected by the installation Buyer, its successors, assigns and to customers and users of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereingoods.

Appears in 1 contract

Samples: www.us.schott.com

Warranties. Seller warrants LESSOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF, THE ABSENCE OR ANY CLAIM OF INFRINGEMENT OR THE LIKE WITH RESPECT TO, OR ANY OTHER MATTER CONCERNING THE EQUIPMENT AND EXPRESSLY DISCLAIMS ANY SUCH WARRANTIES OR ANY OTHER WARRANTIES IMPLIED BY LAW. LESSEE HEREBY WAIVES ANY CLAIM IT MIGHT HAVE AGAINST LESSOR FOR ANY LOSS, DAMAGE OR EXPENSE CAUSED BY THE EQUIPMENT OR BY ANY DEFECT THEREIN, OR BY THE USE OR MAINTENANCE OF OR SERVICING OR ADJUSTMENT TO, THE EQUIPMENT AND, AS TO LESSOR, LEASES THE EQUIPMENT AS-IS AND WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. LESSOR WILL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF OR DAMAGE TO LESSEE'S BUSINESS ON ACCOUNT OF ANY MECHANICAL FAILURE OR DELAY IN CONNECTION WITH THE FURNISHING OR USE OF THE EQUIPMENT. Lessee acknowledges that upon Lessor is not a dealer or manufacturer of equipment of any kind and is not the seller of the Equipment, and that each unit of Equipment is of a type, size, design and capacity selected solely by Lessee. Lessee also acknowledges that Lessor supplies the Equipment without any obligation to install, test, erect, service or maintain the Equipment. If the Equipment is not properly installed, does not operate as represented or warranted by the manufacturer or seller thereof, or is unsatisfactory for any reason, Lessee shall make any claim on account thereof solely against the manufacturer or seller and no such occurrence shall relieve Lessee of any of its obligations under this Lease. The only warranty applicable to any Equipment is the manufacturer's warranty, if any (in the case of new Equipment), and Lessor makes no warranty to Lessee beyond that contained in the manufacturer's warranty, if any. Lessee acknowledges receipt of the Final Paymentmanufacturer's warranty with respect to any new Equipment. So long as Lessee is not in default under this Lease, title Lessor assigns to Lessee any manufacturers, sellers or other warranty, whether express or implied, on the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, claim that Lessor may have as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components owner of the solar system in addition to repairs to portions of roofs directly affected Equipment against the manufacturer or supplier or any other person. All claims or actions on any warranty shall be made or prosecuted by the installation of the solar system. Pre-existing conditions including but not limited to Structural Lessee, at its sole expense, and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller Lessor shall have no obligation whatsoever to make any claim on such warranty. Any recovery in cash or cash equivalents under this such warranty in shall be made payable jointly to Lessee and Lessor. At Lessor's option, all cash proceeds or cash equivalents from such warranty recovery may be used to repair or replace the event that: (a) the Equipment has been subject Equipment. Lessee shall continue to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming pay rent to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance Lessor as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests Lease, notwithstanding any claim for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinbreach of warranty.

Appears in 1 contract

Samples: Lease Agreement (Founders Food & Firkins LTD /Mn)

Warranties. Seller warrants that upon receipt If requested by the Contract Administrator, the Consultant must, prior to Completion (as defined in the Construction Contract) of the Final PaymentWorks or a Stage or Section (both as defined in the Construction Contract), title provide the Contract Administrator with the following minimum warranties, in the form of the Collateral Warranty (as defined in the Construction Contract), for the following warranty periods: Description Warranty Period [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] Operation and Maintenance Manuals If requested by the Contract Administrator and to the Equipment shall pass extent that the Services are relevant, the Consultant must, prior to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, Completion (as defined below, with in the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5Construction Contract) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system Works or a Stage or Section (both as defined in addition the Construction Contract): assist in the compilation of specific operation and maintenance manuals for each aspect of the Works or the Stage or Section (both as defined in the Construction Contract), including obtaining and coordinating information provided by the Consultant and its subconsultants; without limiting paragraph (a): prior to the commencement of commissioning of the Works or the Stage or Section (both as defined in the Construction Contract), provide one copy of draft operation and maintenance manuals in respect of each aspect of the Works or the Stage or Section (both as defined in the Construction Contract) (Draft Operation and Maintenance Manuals) to the Contract Administrator for approval; within 14 days of the completion of the commissioning of the Works or the Stage or Section (both as defined in the Construction Contract), provide one copy of all operation and maintenance manuals in respect of the Works or the Stage or Section (both as defined in the Construction Contract) which have been amended during commissioning (Draft Amended Operation and Maintenance Manuals) (such amendments being clearly indicated in each Draft Amended Operation and Maintenance Manual) to the Contract Administrator for approval; resubmit the Draft Operation and Maintenance Manuals and the Draft Amended Operation and Maintenance Manuals to the Contract Administrator as necessary; and once approved by the Contract Administrator, submit the number of copies of the final, approved versions of the Draft Operation and Maintenance Manuals and the Draft Amended Operation and Maintenance Manuals (Final Operation and Maintenance Manuals) set out in the Contract Particulars to the Contract Administrator. For the purposes of this clause 10: catalogues, sales brochures and other documents giving general information in respect of aspects of the Works or the Stage or Section (both as defined in the Construction Contract) will not be acceptable; all manuals must be sufficiently comprehensive for routine maintenance, overhaul and repairs to portions be carried out by personnel who are qualified to undertake maintenance work but who are not necessarily familiar with any particular aspect of roofs directly affected the Works or the Stage or Section (both as defined in the Construction Contract); and without limiting the generality of this clause 10, the manuals must be securely bound in 2 ring binders and include: a comprehensive list of contents including illustrations and drawings; function, application, specification and comprehensive technical data of all equipment including sub-assemblies, proprietary items, and system circuit and schematic diagrams where applicable; a description of the equipment and its principles of operation; routine maintenance and lubrication schedules; dismantling and re-assembly procedures; trouble-shooting suggestions; a complete lists of parts; a list of spare parts recommended to be held in stock; the procedure for ordering spare parts; clear and comprehensive illustrations and/or drawings with parts readily identifiable; text which is clearly printed on good quality A4 size matt paper, not less than 95 gsm; the matters specified in the Contract Particulars; and any other matter required by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinContract Administrator.

Appears in 1 contract

Samples: Commonwealth of Australia

Warranties. Seller warrants that upon receipt If requested by the Consultant's Representative, the Subconsultant must, prior to Completion (as defined in the Construction Contract) of the Final PaymentWorks or a Stage or Section (as the case may be and both as defined in the Construction Contract), title provide the Consultant's Representative with the following minimum warranties, in the form of the Collateral Warranty (as defined in the Construction Contract), for the following warranty periods: Description Warranty Period [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT] [INSERT WARRANTIES REQUIRED.] [INSERT] Operation and Maintenance Manuals If requested by the Consultant's Representative and to the Equipment shall pass extent that the Subcontract Services are relevant, the Subconsultant must, prior to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, Completion (as defined below, with in the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5Construction Contract) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system Works or a Stage or Section (as the case may be and both as defined in addition the Construction Contract): assist in the compilation of specific operation and maintenance manuals for each aspect of the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract), including obtaining and coordinating information provided by the Subconsultant; without limiting paragraph (a): prior to the commencement of commissioning of the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract), provide one copy of draft operation and maintenance manuals in respect of each aspect of the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract) (Draft Operation and Maintenance Manuals) to the Consultant's Representative for approval; within 14 days of the completion of the commissioning of the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract), provide one copy of all operation and maintenance manuals in respect of the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract) which have been amended during commissioning (Draft Amended Operation and Maintenance Manuals) (such amendments being clearly indicated in each Draft Amended Operation and Maintenance Manual) to the Consultant's Representative for approval; resubmit the Draft Operation and Maintenance Manuals and the Draft Amended Operation and Maintenance Manuals to the Consultant's Representative as necessary; and once approved by the Consultant's Representative, submit the number of copies of the final, approved versions of the Draft Operation and Maintenance Manuals and the Draft Amended Operation and Maintenance Manuals (Final Operation and Maintenance Manuals) set out in the Subcontract Particulars to the Consultant's Representative. For the purposes of this clause 3: catalogues, sales brochures and other documents giving general information in respect of aspects of the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract) will not be acceptable; all manuals must be sufficiently comprehensive for routine maintenance, overhaul and repairs to portions be carried out by personnel who are qualified to undertake maintenance work but who are not necessarily familiar with any particular aspect of roofs directly affected the Works or the Stage or Section (as the case may be and both as defined in the Construction Contract); and without limiting the generality of this clause 3, the manuals must be securely bound in 2 ring binders and include: a comprehensive list of contents including illustrations and drawings; function, application, specification and comprehensive technical data of all equipment including sub-assemblies, proprietary items, and system circuit and schematic diagrams where applicable; a description of the equipment and its principles of operation; routine maintenance and lubrication schedules; dismantling and re-assembly procedures; trouble-shooting suggestions; a complete lists of parts; a list of spare parts recommended to be held in stock; the procedure for ordering spare parts; clear and comprehensive illustrations and/or drawings with parts readily identifiable; text which is clearly printed on good quality A4 size matt paper, not less than 95 gsm; and the matters specified in the Subcontract Particulars; any other matter required by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinConsultant's Representative.

Appears in 1 contract

Samples: Formal Agreement

Warranties. Seller warrants that upon receipt of the Final Payment, it has good and sufficient title to the Equipment shall pass goods, that the goods are made in a workmanlike manner, pursuant to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingSeller’s customary manufacturing procedures, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s the specifications agreed to by Buyer (and as modified if at all by the contract documents solely in accordance with the requirements of the COMPLETE AGREEMENT section above in these Terms and Conditions). This express warranty shall be in effect for, and immediately expire after, the period of one year after the date of tender of delivery of the goods. Any one or more of the following shall automatically void any warranty given by Seller as well as any other warranty that may be available to Buyer: any improper use of the goods; provision to Seller of improper, inadequate or incomplete specifications; failure to notify Seller of a warranty claim within the warranty period; failure of or damage to the goods due to improper or lack of maintenance of the goods; damage occurring during transport, delivery, lifting, handling, placement, backfilling, operation or (e) Purchaser fails maintenance; misuse; abuse; improper installation; improper storage; use or maintenance of the goods in abnormal conditions; use or maintenance of the goods outside of specifications or in violation of applicable codes, statutes, regulations or other applicable laws or rules; any alteration or repair to perform timely operating maintenance as specified the goods made in such a manner which, in Seller’s Operatorjudgment, adversely affects the goods. Seller does not warrant, shall not be liable, and assumes no responsibility for the adequacy or performance of engineering, designs, specifications, processes, instructions, or formulas furnished to Seller by Buyer or others. Seller does not warrant, shall not be liable, and assumes no responsibility for any advice, technical or otherwise, with respect to the use of the goods sold hereunder. Seller’s Manualsole obligation under the foregoing express warranties shall be, at Seller’s option, to either repair, replace or refund the purchase price of the subject article or articles of goods, which Buyer shall return to Seller’s plant at Buyer’s cost and which Buyer proves to be other than as warranted. Repairs If Seller chooses the repair option, the liability of Seller shall be limited to the reasonable and necessary direct repair costs minimally necessary to effect the repair of the subject article or replacements qualifying under articles of goods. Any remedy hereunder is conditioned upon the following, and Xxxxx waives any claims hereunder and this warranty is void if any one or more of the following do not timely occur: (1) Buyer’s strict compliance with the provisions set forth in the RETURNS; BACKCHARGES section and in the INSPECTION AND ACCEPTANCE section, both set forth above herein; (2) Buyer provides to Seller within 48 hours of receipt, all results, correspondence, and other documents relating to any inspection, testing, or laboratory or other analyses of the subject good or goods; and (3) Buyer sets aside, protects, and holds the subject goods without further processing and provides to Seller or Seller’s designee as soon as is practicable reasonable access and opportunity to conduct Seller’s own investigation, testing or laboratory or other analyses. In no event shall Seller be liable for any costs associated with any delays, including without limitation any standby costs for any personnel, operators, and/or equipment or machines, as well any costs associated with waiting for any inspection, testing, analysis, repairs or replacements. The remedy hereby provided shall be performed on regularly business days the exclusive and during sole remedy of Buyer for breach of any warranty given by Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED ABOVE EXPRESS WARRANTIES SUPERSEDE AND OF SELLER ARE PROVIDED THE SOLE WARRANTIES OF SELLER, ARE IN LIEU OF ALL OTHER WARRANTIES WARRANTIES, AND SELLER HEREBY DISCLAIMS ANY OTHER WARRANTIES, WHETHER EXPRESS OR GUARANTEES WHETHER EXPRESSED IMPLIED IN LAW OR IMPLIEDIN FACT, INCLUDING, INCLUDING WITHOUT LIMITATION, WARRANTIES LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSEPURPOSE OR DESIGN WHICH EXCEEDS THE FOREGOING EXPRESS WARRANTIES. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinTHERE SHALL BE NO INTENDED OR INCIDENTAL THIRD-PARTY BENEFICIARIES OF THE WARRANTIES AND SUCH WARRANTIES EXTEND SOLELY TO THE BUYER HEREIN, ARE NOT ASSIGNABLE, AND ARE NOT TRANSFERABLE.

Appears in 1 contract

Samples: Complete Agreement

Warranties. Seller In addition to the warranties of SUPPLIER set forth in this Agreement and in the Continuing Guaranty which is attached hereto as Exhibit B, SUPPLIER warrants that upon receipt of the Final Payment, title Products will conform to the specifications set forth in SUPPLIER's product literature and Exhibit C (SUPPLIER TERMS AND WARRANTY); that they will comply and be manufactured, packaged, sterilized (if applicable), labeled and shipped by SUPPLIER in * Confidential Treatment Requested compliance with all applicable federal, state and local laws, orders, regulations and standards; and that they will be merchantable and fit for their intended purpose. All Products shall include SUPPLIER's warranty statement containing the customer's warranty. All SUPPLIER Equipment shall pass be warranted to Purchaser free DISTRIBUTOR's customer against defects in materials and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal useworkmanship, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for including parts and labor, on all components under normal use for a period of two (2) year(s). All SUPPLIER Accessories and Electrodes shall be warranted to DISTRIBUTOR's customer against defects in materials and workmanship, including parts and labor, under normal use for a period of ninety (90) days. SUPPLIER warrants that the Products have been thoroughly tested before shipment and that, if applicable, they are free of mechanical and electrical defects. The warranty period becomes effective at the earlier of installation or fifteen (15) days from date of shipment to the DISTRIBUTOR's customer. DISTRIBUTOR shall request customers to present reasonably acceptable documentation verifying the effective warranty date. SUPPLIER will develop a Service Plan within 90 days of the solar system in addition effective date of this agreement and will communicate this plan to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includedDISTRIBUTOR. If Purchaser does not make payment in full as provided in this agreement including plan involves any change orders repairs or extras caused service by unforeseen or concealed conditions or requests of Fishxx Xxxvice Division ("FSD"), SUPPLIER will provide at no charge the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinnecessary training.

Appears in 1 contract

Samples: Distributorship Agreement (Genetronics Biomedical LTD)

Warranties. Seller warrants that upon receipt of the Final Payment, title Blue Door Networks is a value added reseller [VAR] and passes through to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and Client all Equipment. Seller shall provide Purchaser under normal usemanufacturer product warranties, as defined belowincluding, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural to, that all products will be free from defects in material and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests workmanship for a period commencing on the date of shipment and continuing until expiration of the Purchaserappropriate and applicable manufacturer standard warranty period for such product as set forth in Blue Door Networks database at the time of shipment of such product. As a VAR, all warranties will be considered suspended Blue Door Networks may provide to the Client its own services and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abusesuch a case, improper application, alteration, accident or negligence in use, storage, transportation or handling, and warrants that such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is services performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty Blue Door Networks hereunder shall be performed on regularly business in a professional and workmanlike manner and shall be free from defects in material and workmanship for ninety (90) days and during Seller’s regular business hours within a reasonable time following Purchaser’s requestfrom completion. All requests If products or services fail to meet their respective warranties hereunder, Blue Door Networks will, at its sole option, either: (i) refund the amount received by Blue Door Networks for warranty fulfillment must be made during defective products or services, (ii) repair or replace any defective product free of charge or (iii) re‐ perform services of the stated type originally performed free of charge. The foregoing is contingent upon (i) you returning the defective product to Blue Door Networks (F.O.B. Blue Door Networks’ facility) or (ii) Blue Door Networks receiving written notice of defective services, prior to the expiration of the applicable warranty period. Normal Use for The warranty set forth herein extends solely to you and does not extend to any Equipment is deemed to product or service that has been misused, modified, repaired by anyone other than Blue Door Networks, improperly installed, or otherwise abused. Any and all warranties granted hereunder shall be continuousvoid if any portion of the purchase price has not been paid, in which case no warranty shall apply. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESEXCEPT AS EXPRESSLY PROVIDED HEREIN, SALEBlue Door Networks MAKES NO OTHER WARRANTY, MATERIALSEXPRESS OR IMPLIED. ALL WARRANTIES, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDINGOF MERCHANTABILITY, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE ANY WARRANTY OF NONINFRINGEMENT OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, USAGE OF TRADE OR TRADE PRACTICE ARE HEREBY EXPRESSLY DISCLAIMED. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinBlue Door Networks DOES NOT ACCEPT ANY LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN.

Appears in 1 contract

Samples: Binding Agreement

Warranties. Seller warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject SUPPLIER will convey clear title to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, all Products and such actions or occurrences are not the fault of SellerPre- Commercial Units to DISTRIBUTOR as provided hereunder; (b) SUPPLIER warrants and represents that all Products, Pre-Commercial Units and Services (to the Equipment is used extent that SUPPLIER provides Services) sold hereunder or pursuant hereto will be free from all material defects in combination or connection with other equipmentworkmanship and material, attachments not approved and that the Products, Pre-Commercial Units and Services (to the extent that SUPPLIER provides Services) are provided in writing by Seller for use in combination or connection strict accordance with the equipment; specifications set forth in Schedule B, and (c) Except as provided by this Agreement, any attempt by ---------- SUPPLIER to limit, disclaim, or restrict any such warranties or any remedies of DISTRIBUTOR, except as limited by this Agreement, by acknowledgment or otherwise, in accepting or performing an order, shall be null, void and ineffective without DISTRIBUTOR's written consent. For Products purchased under this Agreement, the foregoing warranties shall apply for a period of the lesser of [***] from the date of installation or [***] from delivery to DISTRIBUTOR. For Pre-Commercial Units purchased under this Agreement, the foregoing warranties shall apply for a period of the lesser of [***] from the date of installation or [***] from delivery to DISTRIBUTOR. For any product or component purchased by SUPPLIER with a warranty in excess of the terms described above, SUPPLIER will make such extended warranty coverage available to DISTRIBUTOR for the relevant components. The foregoing warranties are conditioned upon (a) proper storage, handling, transportation, installation, use, repair, replacement and maintenance, and conformance with any reasonable recommendations of partsSUPPLIER, adjustmentand (b) DISTRIBUTOR's promptly notifying SUPPLIER of any defects and, service if required, promptly making the Product or other work on the Equipment is performed by Purchaser, Purchaser’s customers Pre-Commercial Unit available for correction. The foregoing warranties are provided at no cost to DISTRIBUTOR or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinCustomers.

Appears in 1 contract

Samples: Distributor Agreement (Plug Power Inc)

Warranties. Seller expressly warrants that all Items covered by or furnished pursuant to this Order will (i) conform to the specifications, drawings, samples and other description furnished or adopted by Purchaser, (ii) will be fit and sufficient for the purchase intended, merchantable, of good material and workmanship, and free from defect; and (iii) will be delivered free of all liens or claims of any nature and that Seller has good title to same. All Items received by Purchaser will be subject to Purchaser's inspection and rejection and rejected Items may be returned at Seller's risk and expense. The mere receipt of and/or payment for the Items covered by this Order will not be taken as an admission that the Items meet the above requirements, but a reasonable time will be allowed for Purchaser to make such determination. Purchaser may reject Items at a later time when it may be determined by usage that any item does not comply with the above requirements. In the event Purchaser discovers that any Item fails to conform with the above requirements, Purchaser will give written notice to Seller of the nonconformity. Promptly upon receipt of this notice, Seller, at its sole cost, will correct such non-conformity of the defective part or parts by repair or replacement, at Purchaser’s option. Seller warrants that upon receipt the Items supplied by Seller but manufactured by others will carry all warranties of the Final Payment, title manufacturer and that Seller will promptly assign such warranties to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all EquipmentPurchase if permitted thereunder. Seller shall provide Purchaser under normal usefurther warrants that, as defined belowin performing any engineering and/or design services (“Engineering Services”), Seller will exercise that degree of skill commensurate with the limited manufacturerthat normally exercised by recognized professional engineering or services firms with respect to services of a comparable nature. Seller's warranties liability for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date any breach of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following include re-performance of the services affected by said breach at no expense to Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein.

Appears in 1 contract

Samples: www.kahnmechanical.com

Warranties. Seller warrants Applicant hereby agrees that upon receipt the construction of the Final Payment, title to the Equipment Improvements shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manualthe Final Approved Plans and Specifications. Repairs or replacements qualifying Applicant unconditionally guarantees all materials and workmanship furnished under this Agreement, and agrees to replace at its sole cost and expense, and to the satisfaction of District, anyand all materials or construction which may be defective through faulty, improper or inferior workmanship or materials. Applicant shall repair or replace to the satisfaction of District any or all such work that may prove defective in workmanship or materials, ordinary wear and tear excepted, together with any work which may be damaged or displaced in so doing. This guarantee shall remain in effect for one (1) year from the date of District’s acceptance of the Improvements. This guarantee does not excuse Applicant for any other liabilityrelated to defective work discovered after the warranty period. Applicant shall transfer to District all manufacturer and supplier warranties relating to the Improvements, if any, upon completion of the work. As surety for Applicant’s warranty obligation, Applicant shall provide a warranty bond in the amount of 25% of the final cost of the installed Improvements, which bond shall be performed on regularly business days and during Seller’s regular business hours released at the expiration of the 1-year warranty period. In the event of failure of Applicant to comply with the above stated conditions within a reasonable time following Purchaser’s requesttime, District may have the defective work performed repaired by its own employees or a third party contractor, and charge the cost to Applicant. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use The Applicant hereby agrees to pay such costs and expenses immediately upon demand by District, which costs shall include reimbursement for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESadministrative, SALEengineering, MATERIALSlegal, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinand other consultant fees and costs incurred by District in enforcing this warranty.

Appears in 1 contract

Samples: www.gcsd.org

Warranties. Seller Maintenance Provider expressly warrants that upon receipt all of the Final PaymentServices (other than Services performed by third party vendors in relation to Heavy Maintenance Checks) shall be performed in a workmanlike manner and that all Parts manufactured by Continental and furnished under this Agreement will conform to applicable specifications, title drawings, parts numbers, samples, or other descriptions given and with all applicable FARs, and that such Parts and such Services will be free from defects, whether patent or latent, in materials and workmanship, for a period of _______________ or _______ flight hours, whichever expires earlier, after Redelivery of the Aircraft upon completion of such Services. In the event of a defect covered by this warranty, Maintenance Provider agrees to rectify such warranty failure and, if necessary, at no additional charge to Customer, upon Customer's request, to dispatch to the Equipment Aircraft location field service personnel, and subject to Maintenance Provider's prior written consent (not to be unreasonably conditioned, withheld or delayed), Customer may perform any repairs in accordance with the Maintenance Program covered by this warranty and Maintenance Provider will reimburse Customer for the actual reasonable costs incurred by Customer in the performance of such repairs. For avoidance of doubt, Maintenance Provider confirms that any component failure caused by negligent or improper performance of Line Maintenance shall pass be rectified by Maintenance Provider without charge to Purchaser Customer even if the failure occurs while an Aircraft is away from a Line Maintenance Location and the Services required to so rectify the failure must be performed away from a Line Maintenance Location. Maintenance Provider warrants that all Parts and Materials (other than Customer-Furnished Materials, as to which Continental disclaims any warranty other than that they shall be free and clear not withstanding of liens, charges and encumbrances created by or arising through Continental) are, and will be, free and clear from all liens, charges, and encumbrances of any lender(s) executed securitization nature whatsoever, except for liens, charges and encumbrances created by or arising through Customer; the lien of noted any the applicable Sublease and all Equipmentliens permitted thereunder. Seller shall provide Purchaser under normal useAll warranties, as defined belowwhether express or implied, with respect to such Services and Parts manufactured by Continental shall extend to the limited manufacturer's benefit of Customer, its successors and assigns. The foregoing representations, warranties for and conditions and the solar modules, inverters and racking. Seller conditions set forth in Paragraph E of this Article 15 shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components survive Redelivery of the solar system in addition Aircraft to repairs to portions of roofs directly affected by the installation which they relate, acceptance of the solar system. Pre-existing conditions including but not limited to Structural relevant Services and Electrical defects are not included. If Purchaser does not make payment in full (unless they expire earlier, as provided in the first sentence of this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests Article 15.A) termination of the Purchaserthis Agreement. THE CUSTOMER EXPRESSLY AGREES AND ACKNOWLEDGES THAT SAVE AS PREVIOUSLY EXPRESSED IN THIS ARTICLE 15.A, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuseMAINTENANCE PROVIDER GIVES NO WARRANTIES, improper applicationGUARANTEES OR REPRESENTATIONS, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY EXPRESS OR IMPLIED WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION AIRCRAFT OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED HEREUNDER BY MAINTENANCE PROVIDER OR PERFORMED BY ANY SUBCONTRACTOR, AND ALL SUCH WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES , GUARANTEES OR GUARANTEES WHETHER EXPRESSED REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDINGSTATUTORY OR ARISING BY LAW OR OTHERWISE, (INCLUDING WITHOUT LIMITATION, LIMITATION ANY WARRANTIES OF AS TO MERCHANTABILITY AND OR FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided herein) ARE EXPRESSLY EXCLUDED.

Appears in 1 contract

Samples: Aircraft Maintenance Services Agreement (Hawaiian Airlines Inc/Hi)

Warranties. Seller warrants that upon receipt of CONTRACTOR hereby agrees to provide a 1 (one) year warranty for the Final PaymentWork commencing on Substantial Completion Date, title for all workmanship and materials used. Moreover, after the 1 (one) year warranty term has expired, CONTRACTOR shall assign OWNER, to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted fullest extent possible, any and all Equipment. Seller shall provide Purchaser under normal usewarranties received by its vendors, as defined belowsuppliers and/or Subcontractors., with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to, the warranty for the roofs of the Work granted by Xxxxxx for a term of 10 (ten) years for steel and steel reinforcement materials. Work will be free of defects not inherent in the quality required or permitted, and that the Work will conform to Structural the requirements of the Contract Documents. Work not according to the Contract Documents requirements, including substitutions not properly approved and Electrical authorized, under the Contract Documents, may be considered defective. Except for punch list items, the warranty period will run from the date the punch list items are delivered. Any imperfections or defects are not includedwhich may develop or be discovered in the workmanship or materials used or in the fixtures or equipment furnished by the CONTRACTOR during the corresponding warranty period shall be made good by the CONTRACTOR, including all necessary costs incidental thereto, without cost to the OWNER. If Purchaser does not make payment In the event of any imperfections, and in full as provided addition to other recourses available to the OWNER derived from this Contract or from law, the CONTRACTOR covenants and agrees to replace or repair with comparable equipment, materials and workmanship, any and all imperfections or defects found in the workmanship or materials used furnished by the CONTRACTOR. CONTRACTOR hereby agrees to that any persistent imperfection that was corrected by CONTRACTOR within the warranty term, shall be corrected by CONTRACTOR under this warranty, until said repair is in good working conditions. Nothing contained in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests Clause shall be construed to establish a period of limitation with respect to other obligations, which the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from Contractor might have under the PurchaserContract Documents. Seller shall have no obligation under this warranty in In the event that: (a) that this Contract is terminated by OWNER before the Equipment has been subject to abusedates set forth in Clause Fifth hereof, improper applicationthen, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) warranty shall become effective for the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is Work actually performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply CONTRACTOR and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this said warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during effective as of the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereindate of termination hereof.

Appears in 1 contract

Samples: Core Molding Technologies Inc

Warranties. Seller 4.1 The Service Provider warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free that: It is a company financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to provide fully and satisfactorily, within the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserstipulated completion period, all warranties will be considered suspended the Services in accordance with this Agreement; It shall comply with all applicable laws, ordinances, rules and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulations when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault best interests of SellerIOM; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement No official of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third partyparty has received from, unless will be offered by, or will receive from the same shall have been expressly authorized in writing by SellerService Provider any direct or indirect benefit arising from the Agreement or award thereof; (d) Purchaser It has not misrepresented or concealed any material facts in the procurement of this Agreement; The Service Provider, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the Services are provided electrical service conforming under this Agreement; The Prices specified in this Agreement shall constitute the sole remuneration in connection with this Agreement. The Service Provider shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Service Provider shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration; It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Service Provider becomes aware of any situation where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM; It is not included in the most recent Consolidated United Nations Security Council Sanctions List nor is it the subject of any sanctions or other temporary suspension. The Service Provider will disclose to IOM if it becomes subject to any sanction or temporary suspension during the term of this Agreement; It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable electrical codesterrorism legislation. If, including a dedicated line for power supply and appropriate polarization and grounding during the term of this Agreement, the Service Provider determines there are credible allegations that funds transferred to it in accordance with Seller’s specificationsthis Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, or (e) Purchaser fails to perform timely operating maintenance it will inform IOM immediately who in consultation with the donors as specified appropriate, shall determine an appropriate response. The Service Provider shall ensure that this requirement is included in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinall subcontracts.

Appears in 1 contract

Samples: www.iom.int

Warranties. Seller warrants that upon for the period of one year or such other period specified on the face of this Order following acceptance that the Products shall: (a)(i) be free of any defects in design, materials, and workmanship, and shall conform and perform in accordance with the description, specifications, and sample of this Order whether furnished by Seller or specified by Buyer; (ii) be fit for the purposes intended; (iii) be of merchantable quality; (iv) not be adulterated or misbranded; (v) be free of any liens and encumbrances; (vi) not contain any “hazard requiring a preventive control,” as that term is defined in 21 C.F.R. § 117.3, that has not been significantly minimized or prevented unless Seller notifies Buyer otherwise in writing prior to the receipt of Products by Buyer; and (vii) Buyer reserves the Final Paymentright to reject and/or return Products which, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization at time of noted any and all Equipment. shipment by Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) in the Equipment has been subject to abusecase of Products with a remaining shelf life, improper applicationdo not have a remaining shelf life of at least 70%, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination do not comply with applicable quality standards set forth herein, or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installationare damaged or unsellable, repair, replacement all strictly as a result of parts, adjustment, service , acts or other work on omissions of Seller. Xxxxx agrees to take possession of all Products at the Equipment is performed time they are delivered without defect. Any cost associated with Products being damaged after delivery by Purchaser, PurchaserSeller to Buyer shall not be Seller’s customers or any third party, unless responsibility. All reasonable direct costs associated with rejecting the same nonconforming Products shall have been expressly authorized in writing be borne solely by Seller; (d) Purchaser has not provided electrical service , including, without limitation, all reasonable, direct costs incurred by Buyer with respect to the transportation and handling, delivery and return of nonconforming Products. As soon as is reasonably possible, Seller shall, at its expense, cause the removal of the Buyer from each such delivery location or request Buyer to dispose of such Products all in strict accordance with applicable law and consistent with good industry practices. At Buyer’s option, Seller will cause the delivery location to either replace the nonconforming Products with Products conforming to applicable electrical codesthe terms of this Agreement or respectively reimburse or give Buyer full credit for the respective price paid for such nonconforming Products and any other reasonable, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereindirect expenses respectively incurred

Appears in 1 contract

Samples: www.ferrarausa.com

Warranties. Seller Construction Manager shall obtain and assign to Owner on a non-exclusive basis all warranties given to Construction Manager by any subcontractors or by any suppliers supplying materials, equipment or fixtures to be incorporated into the Project. Construction Manager expressly warrants to Owner that all materials and equipment to be incorporated into the Work shall be new unless otherwise specified. Further, Construction Manager expressly warrants to Owner that all Work shall be of good quality, free from all defects and in conformance with the Contract Documents. Construction Manager further warrants to Owner that all materials and equipment furnished under the Contract Documents shall be applied, installed, connected, erected, used, cleaned and conditioned in accordance with the instructions of the applicable manufacturers, fabricators, suppliers or processors except as otherwise provided for in the Contract Documents. Further, any warranty to be provided will be in such form as is acceptable to Owner and shall not include any exclusions, exceptions or modifications except to the extent approved by Owner in its sole discretion. In addition to all other rights and remedies available to Owner at law or in equity, including any implied warranties Owner may be entitled to as a matter of law, Construction Manager expressly warrants to Owner that it shall promptly correct, upon receipt of written notice from Owner, any portion of the Final PaymentWork which is found to be defective or otherwise not in conformance with the requirements of the Contract Documents. In the event that any defective or non-conforming work is deemed by Owner in its sole discretion to present an immediate threat to safety or security, title Owner shall be entitled to correct and fix such defective or non-conforming portions of the Work, and Construction Manager shall reimburse Owner for all costs and expenses incurred by Owner in performing such Work. This obligation to correct defective or nonconforming Work shall run for a period of one (1) year (or such longer period of time as may otherwise be specified in the Contract Documents) commencing on the date CO/TCO/CC from Building Code Office is achieved, unless otherwise explicitly documented on the Architect’s Certificate of Substantial Completion, fully executed by the Owner, Architect, and Construction Manager. With respect to the Equipment correction of any defective or nonconforming Work, Construction Manager shall pass be liable for all damage to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components part of the solar system in addition Work itself and to repairs to portions any adjacent property which is caused by such corrective work. Construction Manager and Owner shall jointly conduct with Owner, a warranty inspection at eleven (11) months after the date the Architect’s Certificate of roofs directly affected by the installation Substantial Completion is issued. Construction Manager is responsible for scheduling, notification and execution of the solar systemeleven (11) month inspection. Pre-existing conditions including but Any items not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full covered as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests a result of the Purchaser, all lapsed warranties will be considered suspended and non-enforceable until full payment is received from the Purchaserresponsibility of the Construction Manager. Seller shall have no obligation under this Construction Manager’s warranty in the event that: (a) the Equipment has been subject to excludes remedy for damage or defect caused by Owner’s abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are modifications not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by PurchaserConstruction Manager, Purchaser’s customers improper or any third party, insufficient maintenance by Owner (unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding such maintenance was performed in accordance with Seller’s specificationsthe directions from Construction Manager), improper operation by Owner (unless such operations were performed in accordance with the directions from Construction Manager), or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying normal wear and tear under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinnormal usage.

Appears in 1 contract

Samples: Agreement for Construction Management Services

Warranties. Seller Vendor warrants that any Material supplied hereunder shall conform to the generally recognized manufacturing and safety standards of Vendor's industry in the United States and shall meet or exceed Vendor's specifications on performance as detailed in Vendor's brochures, sales literature and other specifications as provided to Buyer. Vendor shall perform all services to the reasonable satisfaction of Buyer. In addition to any other express or implied warranties, Vendor warrants that the Material furnished pursuant to the Purchase Order: (a) is free from defects in title, workmanship and material; (b) is free from defects in design except to the extent that such items comply with detailed designs provided by Buyer; (c) is of merchantable quality and suitable for the purposes, if any, which are stated on the Purchase Order; (d) shall conform to all specifications or other descriptions furnished to and approved by the Parties; (e) shall comply with all applicable international, federal, state and local laws, rules and regulations (including, without limitation, those concerning health, safety and environmental standards) which bear upon receipt the Materials; (f) shall be new and not refurbished or reconditioned, unless expressly agreed in writing by Buyer; and (g) shall not be not restricted in any way by any patents, copyrights, mask work, trademark, trade secrets, or intellectual property, proprietary or contractual right of the Final Paymentany third party. In addition, Vendor warrants that Buyer shall have good and marketable title to all Materials (including components thereof) purchased pursuant to the Equipment shall pass transactions contemplated under the Purchase Order, free of all liens and encumbrances and that no licenses are required for Buyer to Purchaser free use such Material. If any Material covered by the Purchase Order is found not to be as warranted, Buyer may, by written notice to Vendor: (a) rescind the Purchase Order as to such non-conforming Material; (b) Accept such Material at an equitable reduction in purchase price; or (c) reject such non-conforming Material and clear not withstanding any lender(s) executed securitization require the delivery of noted any and all Equipmentsuitable replacements at no additional charge to Buyer. Seller shall provide Purchaser under normal useIf Vendor fails to deliver suitable replacements promptly, as defined belowBuyer, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a notice of five (5) year limited system business days, may replace or correct such Material and charge Vendor the additional cost incurred by Buyer thereby, or terminate the Purchase Order for material breach. Any items corrected or furnished in replacement are subject to all the provisions of this section to the same extent as items initially furnished or originally ordered. Cost of replacement, rework, inspection, repackaging and transportation of such corrected Material shall be at Vendor’s expense. This warranty as measured from the original date of installation and subsequent approval to use from Local Township provision shall survive any inspection, delivery, acceptance, payment, expiration or Utility whichever occurs first for parts and labor, on all components earlier termination of the solar system Purchase Order and such warranties shall run to Buyer, its successors, assigns, trustees, faculty, employees, students, agents and users of the Material. Nothing herein, however, shall limit Buyer's rights in law or equity for damages resulting from delivery of defective Material or provision of services. Rights granted to Buyer in this Section 8 are in addition to repairs to portions any other rights or remedies provided elsewhere in these Terms and Conditions or in a court of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinlaw.

Appears in 1 contract

Samples: finance.northeastern.edu

Warranties. Seller (i) Vendor warrants that upon receipt of the Final Payment, it has good title to the Equipment Materials to be furnished under each Purchase Order, free from any lien, security interest, or other encumbrance; that the Materials to be furnished will be in full conformity with all requirements of the Purchase Order including, but not limited to, the specifications submitted by Reaxis (and/or submitted to Reaxis by Vendor and accepted by Reaxis in writing) and any sample, design, or model from which Materials were ordered will be free from all defects, including defects in material, design, and workmanship and will be merchantable; and will be fit and sufficient for their intended use and purpose, including any special requirements of Reaxis which have been disclosed to Vendor. Vendor warrants that the Materials will be adequately labelled and will conform to statements of fact made on the containers and labels, and further warrants that the sale or use of the Materials to be furnished will not infringe upon or contribute to the infringement of any trademark, patent, or other intellectual property right or interest not properly possessed by Vendor. Any services to be provided as part of the Purchase Order shall pass be provided by duly licensed, insured, and trained workmen in an efficient and safe manner conforming to Purchaser free those standards generally accepted in the industry. Any exclusions of any such warranties by Vendor shall be void and clear of no effect. These warranties shall be in addition to all other express warranties given by Vendor to Reaxis. Vendor agrees that the foregoing warranties shall survive delivery of the Materials and will not withstanding be waived or in any lender(sway limited due to Reaxis's inspection, or acceptance or payment. (ii) executed securitization Vendor shall, at its sole expense and promptly after written notification by Reaxis, correct or replace Materials not conforming to the above warranties. Reaxis shall have the right to use such defective Materials until they can be removed from operation for correction or replacement. In the event Reaxis incurs any costs as a result of noted such nonconforming Materials will be reimbursed to Reaxis by Vendor on demand. (iii) Vendor agrees to and shall indemnify, defend, and hold harmless Reaxis, its successors and assigns, and any of its or their agents and customers and the users of any Materials from any and all Equipment. Seller shall provide Purchaser under normal useclaims, as defined belowactions, with the limited manufacturer's warranties for the solar modulesdamages, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and laborlosses, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaserliabilities, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingcosts, and expenses which may be asserted against or incurred or suffered by them by virtue of Vendor's breach of any of such actions warranties or occurrences are not the fault representations; any product liability or similar claim based upon exposure to any Materials supplied by Vendor; any claim arising by reason of Seller; (b) the Equipment is used in combination or connection with other equipmentincident to work performed on Reaxis's premises by Vendor's employees, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service agents, or other work on the Equipment is performed by Purchaser, Purchaser’s customers representatives; or any third partyclaim for infringement of any intellectual or proprietary right or interest and to pay any and all settlement amounts and judgments and decrees rendered against them or any of them as a result thereof; and to pay all costs and expenses incurred by them in defending any action brought against them including fees and expenses, unless the same shall have been expressly authorized in writing expert witness fees, and expenses and court costs. If requested by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codesReaxis, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specificationsVendor will, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for at its own expense, defend any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinsuch action.

Appears in 1 contract

Samples: Purchase Order Terms

Warranties. Seller (a) Contractor warrants to Company that all Equipment shall be (i) new and of good quality, (ii) free from improper workmanship and Defects, (iii) conform to all applicable requirements of all Applicable Laws and all Applicable Permits, and (iv) fit for Company's use in connection with battery storage facilities. (b) Contractor warrants to Company that the Work will be performed in a good and workmanlike manner, and that the ESS will: (i) conform to and be designed, engineered and constructed in accordance with the Drawings, Statement of Work, all Applicable Laws and Applicable Permits and other terms of the Contract Documents; (ii) conform with, and be designed and engineered according to professional standards and skill, expertise and diligence of design professionals regularly involved in battery storage facilities similar to the Project; and (iii) contain the Equipment, supplies and materials described in the Statement of Work. (c) Contractor warrants to Company that none of the Work, the ESS, the Equipment, the Drawings, Final Plans and the design, engineering and other services rendered by Contractor hereunder, nor the use or ownership thereof by Company in accordance with the licenses granted hereunder, infringes, violates or constitutes a misappropriation of any trade secrets, proprietary rights, intellectual property rights, patents, copyrights or trademarks. (d) Except as expressly stated herein to the contrary, Contractor warrants that upon receipt it shall remedy, in accordance with Section 12.2, any Defects in the Work due to faulty design, materials or workmanship which appear within the Warranty Period. Contractor shall bear all costs of corrections, repairs, and required maintenance during the Final Payment, title Warranty Period. The provisions of this Section 12.1 apply to the Equipment shall pass Work performed by Subcontractors and Vendors as well as Work performed directly by Contractor. The provisions of this Article XII do not apply to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected corrective work caused by the installation acts or omissions of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not includedCompany or any separate contractor of Company. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) Company notifies Contractor of a Defect within the Equipment has been Warranty Period, Contractor, at Contractor’s expense, shall perform all Work necessary to remedy the Defect, and the repair or replacement Work performed by Contractor to accomplish that purpose shall be subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming Warranty Period. Contractor agrees to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance reasonably cooperate with Seller’s specifications, or Company to effect the collection of any such insurance proceeds. (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S OF CONTRACTOR SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES WARRANTIES, WHETHER STATUTORY, EXPRESS OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSEPURPOSE AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE). Seller’s agents have no authority The foregoing sentence is not intended to give warranties or guarantees beyond those provided disclaim any other obligations of Contractor set forth herein. 12.2

Appears in 1 contract

Samples: Edison Agreement (Ameresco, Inc.)

Warranties. Seller Supplier warrants that upon receipt of the Final Payment, title any Material supplied pursuant to an Order conforms to the Equipment shall pass generally recognized manufacturing and safety standards of Supplier's industry and meets or exceeds Supplier's specifications on performance as detailed in Supplier's brochures, sales literature and other specifications as may be available to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all EquipmentBuyer. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in In addition to repairs any other express or implied warranties, Supplier warrants that the Material furnished pursuant to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatan Order is: (a) the Equipment has been subject to abusefree from defects in title, improper application, alteration, accident or negligence in use, storage, transportation or handling, workmanship and such actions or occurrences are not the fault of Sellermaterial; (b) free from defects in design except to the Equipment is used in combination or connection extent that such items comply with other equipment, attachments not approved in writing detailed designs provided by Seller for use in combination or connection with the equipmentBuyer; (c) installationof merchantable quality and suitable for the purposes, repairif any, replacement which are stated on the Order. If any material covered by an Order is defective or found not to be as warranted or does not otherwise conform to the Order’s requirements, Buyer may, by written notice to Supplier: (a) rescind the Order as to such non- conforming Material; (b) accept such Material at an equitable reduction in price; (c) reject such non-conforming Material and require the delivery of partssuitable replacements. If Supplier fails to deliver suitable replacements promptly, adjustmentBuyer, service with notice of five business days, may replace or correct such Material and charge Supplier the additional cost incurred by Buyer, or other work on terminate the Equipment is performed by Purchaser, Purchaser’s customers Order for default. Any items corrected or any third party, unless furnished in replacement are subject to all the provisions of this section entitled WARRANTIES to the same shall have been expressly authorized extent as items initially furnished or originally ordered. Cost of replacement, rework, inspection, repackaging and transportation of such corrected Material will be at Supplier's expense. This warranty provision will survive any inspection, delivery, acceptance, payment, expiration or earlier termination of this Order and such warranties will run to Buyer, its successors, assigns, employees, and users of the Material. Nothing herein, however, will limit Buyer's rights in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line law or equity for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, damages resulting from delivery of defective Material or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made damage caused during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties delivery or guarantees beyond those provided hereinprovision of Material.

Appears in 1 contract

Samples: corp.ingrammicro.com

Warranties. Seller warrants that upon receipt The Contractor shall supervise and direct the Work using the Contractor’s best skill and attention. The Contractor shall be solely responsible for and have charge and control of means, methods, techniques, sequences, and procedures for coordinating all portions of the Final Payment, title Work. The Contractor warrants to the Equipment District that materials and equipment furnished under the Contract will be of good quality and new, unless otherwise required or permitted by this Contract or its Exhibits and that the Work will be performed in a workmanlike manner and be free from faults and defects and in conformance with this Contract and its Exhibits. This warranty shall pass to Purchaser free and clear not withstanding be restricted by the limitations of any lender(s) executed securitization of noted manufacturer’s warranty. In the event that any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township testing or Utility whichever occurs first for parts and labor, on all components inspection of the solar system Work or any part thereof reveals defects in addition materials or workmanship, then the Contractor shall remedy such defects and shall bear all costs and expenses associated with such testing and, if necessary, all of the costs and expenses associated with such testing which is related to repairs determining whether such defects have been properly remedied. Title to portions of roofs directly affected the goods herein described shall not pass until said goods have actually been received by the installation of District or its consignee, notwithstanding any agreement to the solar system. Pre-existing conditions including contrary, including, but not limited to, any agreement to Structural pay freight, express, or other transportation or insurance charges. Risk of loss prior to such actual receipt by the District or its consignee shall be borne by the Contractor. The Contractor makes the following warranties to the District and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests users of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event thatgoods herein described: (a) it will, at the Equipment has been subject date of delivery, have good title to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingany and all goods supplied hereunder, and such actions or occurrences are not the fault said goods will be free and clear of Sellerany and all liens and encumbrances; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipmentany and all goods supplied hereunder will be of merchantable quality; (c) installationany and all goods supplied hereunder will be fit for the particular use intended, repairwill be free from defects, replacement whether patent or latent, in material or workmanship, and will be in full conformity with the specifications contained herein. The Contractor agrees that the foregoing warranties shall survive acceptance of partsthe goods, adjustmentand that said warranties shall be in addition to any warranties of additional scope given to the District by the Contractor. The Contractor shall, service at its sole cost and expense, promptly repair or other work on replace to the Equipment is performed by Purchaser, Purchaser’s customers or any third partyDistrict's complete satisfaction all goods/services received for a period of one (1) year from date of acceptance, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including specifications require a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated greater warranty period. Normal Use The Contractor shall indemnify and hold harmless the District, its successors, employees, agents, assigns, and users of the goods herein described against any and all loss, damage, or injury arising out of a claim or suit for alleged infringement or any Equipment is deemed letters patent granted by the United States or any foreign government relating to be continuousthe goods herein described. Purchaser The Contractor agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICESit will assume, SALEupon request, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinthe defense of any and all such suits and pay all costs and expenses incidental thereto.

Appears in 1 contract

Samples: Contract for Network Upgrade Work

Warranties. Seller The Implementing Partner warrants that upon receipt of the Final Payment, title to the Equipment shall pass to Purchaser free that: It is an organization financially sound and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined belowduly licensed, with adequate human resources, equipment, competence, expertise and skills necessary to implement fully and satisfactorily, within the limited manufacturer's warranties for stipulated completion period, the solar modulesProject in accordance with this Agreement; It shall comply with all applicable laws, inverters ordinances, rules and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation regulation when performing its obligations under this warranty Agreement; In all circumstances it shall act in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault best interests of SellerIOM; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement No official of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers IOM or any third party, unless party has received or will be offered by the same shall have been expressly authorized in writing by SellerImplementing Partner any direct or indirect benefit arising from the Agreement or award thereof; (d) Purchaser It has not provided electrical service conforming misrepresented or concealed any material facts in the procuring of this Agreement; The Implementing Partner, its staff or shareholders have not previously been declared by IOM ineligible to be awarded agreements by IOM; It has or shall take out relevant insurance coverage for the period the Project is implemented under this Agreement; The Contribution specified in clause 6.1 of this Agreement shall constitute the sole remuneration in connection with this Agreement. The Implementing Partner shall not accept for its own benefit any trade commission, discount or similar payment in connection with activities pursuant to this Agreement or the discharge of its obligations thereunder. The Implementing Partner shall ensure that any subcontractors, as well as the personnel and agents of either of them, similarly, shall not receive any such additional remuneration. It shall respect the legal status, privileges and immunities of IOM as an intergovernmental organization, such as inviolability of documents and archive wherever it is located, exemption from taxation, immunity from legal process or national jurisdiction. In the event that the Implementing Partner becomes aware of any situation where IOM’s legal status, privileges or immunities are not fully respected, it shall immediately inform IOM. It must not employ, provide resources to, support, contract or otherwise deal with any person, entity or other group associated with terrorism as per the most recent Consolidated United Nations Security Council Sanctions List and all other applicable electrical codesanti-terrorism legislation. If, including a dedicated line for power supply and appropriate polarization and grounding during the term of this Agreement, the Implementing Partner determines there are credible allegations that funds transferred to it in accordance with Seller’s specificationsthis Agreement have been used to provide support or assistance to individuals or entities associated with terrorism, or (e) Purchaser fails to perform timely operating maintenance it will inform IOM immediately who in consultation with the donors as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty appropriate, shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereindetermine an appropriate response.

Appears in 1 contract

Samples: ethiopia.iom.int

Warranties. Seller The Contractor warrants that upon receipt of services furnished hereunder shall be rendered competently by qualified personnel and in accordance with the Final Payment, title to the Equipment best accepted practice. The Contractor also warrants that services furnished hereunder shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted meet any and all Equipmenttests and conform strictly to all specifications and comply strictly with all performance requirements contained in the Contract. Seller The Contractor further warrants any goods furnished hereunder in connection with such services to be new and free from defects in title, design, material, fabrication and workmanship, to conform strictly to any applicable samples and to specifications, drawings and other descriptions herein. Should any failure to meet any of the warranties stated herein appear within eighteen (18) months of the completion of all services rendered hereunder, the Contractor shall provide Purchaser under normal use, upon notice by Con Edison reperform the services and replace or repair any goods not conforming to the foregoing warranties promptly and without expense to Con Edison. In the event of failure of the Contractor promptly to remedy as defined below, with aforesaid any breach of warranty Con Edison may correct the limited manufacturer's deficiencies and charge the Contractor the cost thereof. The aforesaid warranties shall survive acceptance of and payment for the solar modulesservices furnished hereunder. After any such services have been redone and materials or articles replaced or repaired pursuant to the foregoing warranties, inverters and rackingthey shall be subject anew to the foregoing warranties. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township All warranties made or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects obtained hereunder are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handlingmade to, and such actions for the benefit of, Con Edison and O&R and may be enforced by or occurrences are not the fault on behalf of Seller; (b) the Equipment is used in combination either or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement both of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply Con Xxxxxx and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that O&R. THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S SET FORTH ABOVE ARE EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (EXCEPT WARRANTIES OF TITLE). THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinPURPOSE ARE EXPRESSLY EXCLUDED.

Appears in 1 contract

Samples: documents.dps.ny.gov

Warranties. Seller 15.1 Developer hereby warrants that upon receipt that, to its actual knowledge, as of the Final Payment, title to the Equipment shall pass to Purchaser free and clear not withstanding any lender(s) executed securitization of noted any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components time of the solar system in addition to repairs to portions District’s acceptance of roofs directly affected by the conveyance of the facilities (or when Developer thereafter completes the installation of any works or components subsequently installed, repaired, or replaced) the solar systemfacilities and all components thereof, will be in satisfactory working order and quality and free of any material defect in equipment, material, or design furnished, or workmanship performed by the Contractor or any subcontractor or supplier at any tier; and that the facilities and all components thereof have been constructed and installed in material compliance with all approved specifications and as-built plans being provided to the District, and in accordance with applicable requirements of the District and any other governmental agency having jurisdiction. PreDeveloper also warrants that as of the time of the District’s acceptance of the conveyance of the facilities (or when Developer thereafter completes the installation of any works or components subsequently installed, repaired, or replaced) the facilities will operate in good and sufficient manner for the purposes intended for (a) one (1) year after the latter of (i) the date of acceptance, (ii) the expiration of all lien enforcement periods, or (iii) proof of conveyance of facilities, or (b) 180-existing conditions including but days from the date new facilities are subsequently re-installed, repaired, or replaced and inspected and accepted “Warranty Period”). If, during the Warranty Period, it is determined that any of the facilities do not limited satisfy the foregoing requirements, then Developer, as District’s sole and exclusive remedy (except as expressly set forth below in this Section 15.1), shall perform such work or take such other action as may be necessary to Structural and Electrical defects are not included. If Purchaser place the facilities in the condition required hereunder; provided, however, that if District does not make payment in full as provided in this agreement including give Developer written notice of any change orders or extras caused by unforeseen or concealed conditions or requests deficiency of any of the Purchaserwater, all warranties will sewer or recycled system within the Warranty Period, then Developer shall not be considered suspended and non-enforceable until full payment is received from responsible for correcting such condition. Developer’s warranty hereunder does not cover the Purchasercost by the District (hereafter replacement facilities), whichever of (a) or (b) occurs last (the of normal repair, maintenance or replacement. Seller shall have no obligation under this warranty Notwithstanding the foregoing, if Developer fails to commence such corrective action within a commercially reasonable period of time after receipt of written notice __ (except in the event that: (aof an emergency when no notice shall be required) and thereafter diligently prosecute such corrective work to completion, then District shall have the Equipment has been subject to abuseright, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are but not the fault obligation, to perform such item of Seller; (b) the Equipment is used in combination or connection with other equipmentwork, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service maintenance, or other work repair or service on the Equipment is performed by Purchaserobligations of Developer, Purchaserthen Developer will reimburse District within 30 days after receipt of District’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; demand therefore (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty which demand shall be performed on regularly business days accompanied by reasonable supporting . behalf of Developer at Developer’s expense In the event District performs any of such d ocumentation for such costs), failing which (and during Selleronly in such instance), as District’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made during sole and exclusive remedy, District may proceed against the stated warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties Warranty Bond or guarantees beyond those provided hereinsecurity described in Paragraph 12.3.

Appears in 1 contract

Samples: Sewer and Recycled Water Infrastructure Agreement

Warranties. The Seller warrants that upon receipt of the Final Payment, only title to the Equipment shall pass goods. All other warranties are those of the relevant manufacturer and Seller hereby assigns to Purchaser free and clear not withstanding any lender(s) executed securitization of noted the Buyer any and all Equipment. Seller shall provide Purchaser under normal use, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval provided to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected it by its suppliers and/or by the relevant manufacturer(s); provided, however, that any warranty so assigned is void if there is any misuse, modifications, improper maintenance, storage or installation of the solar systemaffected Product or if the affected Product are used in an unsuitable physical or operating en- vironment. Pre-existing conditions If any such warranty is not assignable by the Seller to the Buyer, then Seller shall: (i) hold such warranty for the benefit of the Buyer; and (ii) at the request, expense and under the direction of the Buyer, take such reasonable action and do such reasonable things so that the warranty may be enforced or performed in a man- ner such that the value of the warranty will be preserved and will enure to the benefit of the Buyer and that all such monies (or other benefits) receivable under such warranty may be received by the Buyer. The Buyer waives any right to legal action against the Seller for damages caused by the Products whether based upon warranty, contract, strict liability, negligence or otherwise or which result from or arise in connection with the design, manufacture, installation, use or repair of the Products, including but not limited to Structural environmental damages. Buyer further acknowledges and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders or extras caused by unforeseen or concealed conditions or requests of the Purchaser, all warranties agrees that its sole and exclusive remedy from Seller will be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement or re- fund of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaser’s customers or any third party, unless applicable purchase price of the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours within a reasonable time following Purchaser’s request. All requests for warranty fulfillment must be made affected Product during the stated relevant manufacturer’s warranty period. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that THE SELLER DISCLAIMS ALL OTHER EXPRESSED OR IMPLIED WARRANTIES INCLUD- ING BUT NOT LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY WITH RESPECT TO THE SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY MER- CHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinSELLER’S LIABILITY, IF ANY, TO THE BUYER IS LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT OF THE PURCHASE PRICE OF THE AFFECTED PRODUCT. SELLER WILL NOT BE LI- ABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, LIQUIDATED OR CONSEQUESTIAL DAMAGES.

Appears in 1 contract

Samples: www.wolseleyindustrial.ca

Warranties. Seller Vendor warrants that upon receipt of the Final Payment, it has good title to the Equipment Products and Services, free from any lien or encumbrance, unless otherwise specified, and that the Products and Services shall pass be free from defects in material and workmanship, and shall conform to Purchaser free and clear not withstanding any lender(s) executed securitization the requirements of noted any and all Equipment. Seller shall provide Purchaser under normal usethis Purchase, as defined below, with the limited manufacturer's warranties for the solar modules, inverters and racking. Seller shall also provide Purchaser with a five (5) year limited system warranty as measured from the original date of installation and subsequent approval to use from Local Township or Utility whichever occurs first for parts and labor, on all components of the solar system in addition to repairs to portions of roofs directly affected by the installation of the solar system. Pre-existing conditions including but not limited to Structural and Electrical defects are not included. If Purchaser does not make payment in full as provided in this agreement including any change orders drawings or extras caused specifications herein incorporated and any samples furnished by unforeseen Luxor or concealed conditions Vendor. Vendor further warrants that it has all necessary right, title and interest to enter into this Purchase, perform its obligations, and grant the rights and licenses herein. Notwithstanding any prior inspections or requests of the Purchaserpayments hereunder, all warranties will Products and Services shall be considered suspended and non-enforceable until full payment is received from the Purchaser. Seller shall have no obligation under this warranty in the event that: (a) the Equipment has been subject to abuse, improper application, alteration, accident or negligence in use, storage, transportation or handling, final inspection and such actions or occurrences are not the fault of Seller; (b) the Equipment is used in combination or connection with other equipment, attachments not approved in writing by Seller for use in combination or connection with the equipment; (c) installation, repair, replacement of parts, adjustment, service , or other work on the Equipment is performed by Purchaser, Purchaseracceptance at Luxor’s customers or any third party, unless the same shall have been expressly authorized in writing by Seller; (d) Purchaser has not provided electrical service conforming to applicable electrical codes, including a dedicated line for power supply and appropriate polarization and grounding in accordance with Seller’s specifications, or (e) Purchaser fails to perform timely operating maintenance as specified in Seller’s Operator’s Manual. Repairs or replacements qualifying under this warranty shall be performed on regularly business days and during Seller’s regular business hours designated location within a reasonable time following Purchaserafter delivery or performance. Vendor warrants to Luxor that if any Product or Service fails to meet Vendor’s requestspecifications and usage capabilities or is otherwise defective or non-conforming, then Vendor will, at its own cost and expense and within 30 days of its receipt of written notification of such failure, either correct such deficiency or provide Luxor with an acceptable plan for correcting such deficiency. All requests In the case of Products, Vendor’s obligation hereunder applies only to the extent the deficiency pre-existed in the then current, unaltered release of the Product. If the deficiency is not corrected within the aforementioned 30-day period, or if an acceptable plan for warranty fulfillment must be made correcting such deficiency is not established during such period, Luxor may request a refund or replacement of such Product or refund or reperformance of such Service. With regard to Products that are Software or contain Software, Vendor warrants the stated warranty periodSoftware at the time of delivery contains no malicious or disabling code that may damage, destroy or destructively alter software, hardware, systems or data, including viruses, Trojan horses, worms, time bombs, backdoors, or mechanisms designed to permit Vendor or any other party to shut down or interfere with the operation of the Software. Normal Use for any Equipment is deemed to be continuous. Purchaser agrees that EXCEPT FOR THE LIMITED WARRANTIES DESCRIBED HEREIN SHALL BE THE PURCHASER'S EXCLUSIVE AND SOLE REMEDY SET FORTH OR REFERENCED IN THIS PURCHASE ORDER, VENDOR MAKES NO ADDITIONAL WARRANTIES TO LUXOR WITH RESPECT TO THE PRODUCTS OR SERVICES, SALE, MATERIALS, SOLAR POWER SYSTEM, JOB, INSTALLATION OR THE WORK PERFORMED IN CONNECTION WITH THE SOLAR POWER SYSTEM.THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION IN THE LIMITED WARRANTIES. THE LIMITED WARRANTIES SUPERSEDE AND ARE PROVIDED IN LIEU OF ALL OTHER WARRANTIES OR GUARANTEES WHETHER EXPRESSED EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AND THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller’s agents have no authority to give warranties or guarantees beyond those provided hereinPURPOSE ARE SPECIFICALLY DISCLAIMED.

Appears in 1 contract

Samples: Purchase Terms and Conditions

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