Common use of Representations and Warranties of Contractor Clause in Contracts

Representations and Warranties of Contractor. Contractor represents and warrants that the Deliverables to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty shall be null and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. In the event that the Deliverables are substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.

Representations and Warranties of Contractor. Contractor represents and warrants that the Deliverables Work to be provided by Contractor pursuant to this Agreement shall be provided in a timely and professional manner by qualified personnel familiar with the installation of systems comparable to the Deliverables. Contractor represents that operation and use of the Equipment, the Deliverables and the Licensed Deliverables by University as contemplated by this Agreement will, to Contractor’s knowledge, not infringe the patent, copyright, or other intellectual property rights of any third party. Contractor represents that Contractor has the power and authority to enter into and perform this Agreement; that the execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary action on the part of Contractor; that this Agreement has been duly executed and delivered by Contractor and constitutes a valid, binding and enforceable obligation of Contractor except as the provisions of this Agreement may be rendered unenforceable by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws effecting creditor's rights generally or the application of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Contractor represents that: (a) Contractor shall comply with all federal, state, and local laws, regulations, ordinances, and rules that are applicable to its activities and obligations under this Agreement; and (b) Contractor is not in arrears with respect to the payment of any monies due and owing the State of Oregon, or any department or agency thereof, including but not limited to the payment of taxes and employee benefits. Contractor warrants that the individual items comprising the Deliverables shall be free from all defects in material and workmanship and will conform to the applicable specifications set forth on Exhibits A and B under normal use and service and when correctly maintained for the warranty periods set forth on Exhibit C (“Warranty Period”) with respect to each such item (the “Warranty”). Contractor shall repair or replace, at Contractor’s sole option, any defective or nonconforming individual item comprising the Deliverables, provided University notifies Contractor in writing promptly after discovery of defect or nonconformity and within the applicable Warranty Period. Contractor will pay expenses for travel by Contractor’s personnel to University’s facilities for Warranty repair during the Warranty Period. Such defective or nonconforming item may be returned to Contractor’s facility for Warranty repair, at Contractor’s discretion if reasonably necessary to effect such repair. If returned to the Contractor’s facility for repairs with Contractor’s prior authorization, and if the effect or non-conformance is covered under Warranty, Contractor shall pay costs of shipping to Contractor’s Facility and then back to University. For items comprising the Deliverables returned for repair that are not covered under Warranty, Contractor’s standard repair charges shall be applicable in addition to all shipping expenses. The Warranty shall be null and void (i) upon any modification, alteration of the Deliverables by any person or entity other than Contractor, or a person or entity authorized by Contractor, except for maintenance and basic troubleshooting by University personnel or (ii) if the Deliverables are subjected to unusual physical, thermal or electrical stress, misuse, abuse, accident or negligence in use, storage or tampering. In the event that the Deliverables are substantially inoperative for more than 30 calendar days during the Warranty Period described, and such is not the fault of the University, the Warranty Period shall be extended, at no additional cost, by the number of calendar days that the Deliverables have been substantially inoperative.