SUPPLIER’S WARRANTIES Clause Examples

SUPPLIER’S WARRANTIES. 8.1 If Goods are being supplied under this Agreement then the Supplier warrants that it has good and unencumbered title to the Goods, and the Goods: 1. conform with any description applied and any sample provided by the Supplier; 2. are new (unless otherwise specified); (a) are free from defects in materials, manufacture and workmanship; (b) conform to any applicable Australian Standards or other standards nominated in this Agreement; (c) conform to the Specifications and any technical Specifications provided by the Supplier; (d) are of merchantable quality; (e) are installed correctly (if the Supplier is responsible for installation); (f) are fit for their intended purpose; and (g) are manufactured and supplied without infringing any person’s Intellectual Property Rights. (h) are manufactured and supplied without infringing any persons rights under the Modern Slavery Act 8.2 The Supplier must ensure that Form1 receives the full benefit of any manufacturer’s warranties in respect of the Goods. 8.3 During any Warranty Period any defects in the Goods must be rectified at the Supplier’s expense. 8.4 If Services are being supplied under this Agreement then the Supplier warrants that the Services will: (a) comply with the description of the Services in the work order. (b) be provided with due care and skill; (c) be provided in a timely and efficient manner; (d) be provided in accordance with the best practices current in the Supplier’s industry; (e) be supplied without infringing any person’s Intellectual Property Rights; (f) be performed by the Supplier and/or the Supplier’s Personnel; and (g) be supplied in the most cost effective manner consistent with the required level of quality and performance.

SUPPLIER’S WARRANTIES. 10.1. The Supplier represents and warrants to the Company that: (a) it has the right to sell the Goods and/or lease the Rental Items to the Company on these terms and conditions and, subject to clause 6, upon payment of the Price (whether in part or in full) or Delivery (whichever is the earlier to occur) the Company will have good title to the Goods, free and clear of all interests and encumbrances including Security Interests; (b) the Goods and/or Rental Items delivered to the Company will correspond in all respects with the Specifications and the representations made by the Supplier and any sample provided by or on behalf of the Supplier; (c) the Supplier holds all relevant import licences, consents or authorities necessary for the performance of this Contract; (d) the Company will have the full benefit of any manufacturer’s warranties that may be applicable to the Goods or any part of the Goods; (e) the Goods will be of merchantable quality and free from defects in design, manufacture and assembly; (f) the Goods, Rental Items and Services will be fit for any particular purpose which the Company has made known (whether expressly or by implication) to the Supplier and will be fit also for the purpose for which Goods, Rental Items and/or Services of a similar nature are commonly supplied; (g) the Goods, Rental Items and/or Services will comply with all laws (including statues, the common law and equity) in force in the jurisdiction in which they are supplied and with all relevant standards issued by Standards New Zealand; (h) the Services performed by the Supplier will be performed in accordance with the Specifications and the terms and conditions described in the Purchase Order and in accordance with the standards of a reasonable and prudent provider of those Services; (i) the Services performed by the Supplier will be performed using due skill, care and diligence, in a safe and competent manner and using qualified Supplier Personnel and equipment and materials of merchantable quality and fit for their use or intended use; (j) Supplier Personnel who are involved in the performance of the Services and/or the supply of the Goods and/or Rental Items are competent and have the appropriate qualifications, job skills and training and hold and will maintain all required licences, permits and authorities; and (k) the Services will be performed in a timely manner and in accordance with the timeframes specified in the Special Conditions (if any), in which case tim...

SUPPLIER’S WARRANTIES. Supplier warrants that (a) at the time of delivery of materials and packaging to SCRIPSAMERICA, it will have good and marketable title to all materials and packaging sold to SCRIPSAMERICA, and (b) all Products sold to SCRIPSAMERICA will strictly conform to the Specifications and SCRIPSAMERICA’s quality control standards, will be manufactured in accordance and comply with all applicable Laws and industry standards, will be manufactured using current Good Manufacturing Practices (“cGMP”), will be free from all defects in material and workmanship, and will be free and clear of all liens and encumbrances (together with all other warranties of Supplier set forth in this Agreement, the “Supplier Warranties”). THE SUPPLIER WARRANTIES ARE THE ONLY WARRANTIES OF SUPPLIER WITH RESPECT TO THIS AGREEMENT AND ARE IN LIEU OF ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUATORY, INCLUDING BUT NOT LIMITED TO THOSE FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTY ARISING OUT OF ANY SPECIFICATION. SCRIPSAMERICA HEREBY WAIVES ALL OTHER WARRANTIES OR GUARANTEES OF SUPPLIER WHETHER EXPRESS OR IMPLIED.

SUPPLIER’S WARRANTIES. Supplier warrants the Products (i.e., material, articles or services of any nature) furnished hereunder (a) to be free from defects

SUPPLIER’S WARRANTIES. 9.1 The Supplier warrants that the Software will conform in all material respects to the Specification for a period of 90 days from the date of this licence ("Warranty Period"). If, within the Warranty Period, the Customer notifies the Supplier in writing of any defect or fault in the Software in consequence of which it fails to conform in all material respects to the Specification, and such defect or fault does not result from the Customer, or anyone acting with the authority of the Customer, having amended the Software or used it outside the terms of this licence for a purpose or in a context other than the purpose or context for which it was designed or in combination with any other software not provided by the Supplier, or it has not been loaded onto Supplier-specified or suitably configured equipment, the Supplier shall, at the Supplier's option, do one of the following: 9.1.1 repair the Software; 9.1.2 replace the Software; or 9.1.3 terminate this licence immediately by notice in writing to the Customer and refund any of the Fee paid by the Customer as at the date of termination (less a reasonable sum in respect of the Customer's use of the Software to the date of termination) on return of the Software and all copies thereof, provided the Customer provides all the information that may be necessary to assist the Supplier in resolving the defect or fault, including a documented example of any defect or fault, or sufficient information to enable the Supplier to re-create the defect or fault. 9.2 The Supplier does not warrant that the use of the Software will be uninterrupted or error-free. 9.3 The Customer accepts responsibility for the selection of the Software to achieve its intended results and acknowledges that the Software has not been developed to meet the individual requirements of the Customer. 9.4 The Customer acknowledges that any Open-Source Software provided by the Supplier is provided "as is" and expressly subject to the disclaimer in clause 9.5. 9.5 All other conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.

SUPPLIER’S WARRANTIES. 6.1 Supplier warrants that: (a) Services will be free from encumbrances; (b) Services will be provided with due care and diligence; (c) Services when used in accordance with the specifications set out in the Statement of Work will perform in accordance with those specifications; and (d) any manuals will provide adequate instruction to enable the Client to properly use the Services and, if they are to be installed by the Client, to install them. 6.2 To the extent permitted by law, other than the warranties provided under clause 6.1, Supplier makes no warranty or representation, express or implied, in relation to Services provided by Third Parties under Third Party Contracts. 6.3 If, during the Warranty Period, the Client notifies Supplier in writing of a defect in the Services and, Supplier must, at its cost: (a) promptly commence remedying or rectifying the defect through a method or procedure agreed between Supplier and the Client; (b) advise the Client of an estimate of how long it will take Supplier to remedy or rectify the defect in accordance with the agreed method or procedure; (c) if on-site attendance is specified as applicable during the Warranty Period, attend the site at which the Client is experiencing the defect to remedy or rectify the defect; (d) provide the Client with regular updates of its progress in remedying or rectifying the defect until Supplier remedies and rectifies the defect; (e) conduct analysis and testing to ensure that the defect is remedied and rectified; and (f) provide written notification to the Client that the defect has been remedied and rectified. 6.4 Supplier will not be liable under this clause to the extent that a defect is caused: (a) by the Client; (b) by a Third Party providing services or products under a Third Party Contract; or (c) an unauthorised modification to or the use of Supplier's Products by the Client which has not been agreed to by Supplier in writing. 6.5 The Client will be permitted to conduct appropriate tests to ensure that the defect has been remedied and rectified. If the defect has not been remedied and rectified, the Client will notify Supplier and Supplier will, at its cost, continue to provide the required services in order to remedy and rectify the defect.

SUPPLIER’S WARRANTIES. 7.1 Supplier warrants that the Goods: (a) are safe; (b) are free from encumbrances, defect or fault; (c) are of merchantable quality; (d) include appropriate and correct warnings and instructions; (e) are fit for the purpose for which purchased (as communicated by Ingredion to the Supplier); (f) comply with any representations, descriptions, samples or other specification (including Specification), quality, function, performance or design; and (g) include any applicable Supplier’s warranty that passes to the consumer from Ingredion without liability to Ingredion. 7.2 The Supplier warrants that the Services will be performed: (a) in a good and workmanlike manner and with all due speed, care, skill and diligence; (b) in accordance with this Agreement, current industry codes of practice; and (c) by suitably qualified and licensed personnel and sub-contractors. 7.3 The Supplier warrants that the performance of this Agreement: (a) will not breach any agreement to which the Supplier is a party or by which the Supplier or its property is bound; (b) will not infringe any patent or other industrial or intellectual property rights of any third parties.

SUPPLIER’S WARRANTIES. So long as a Default or an Event of Default has not occurred and is continuing and provided that the Aircraft continues to be maintained, modified and repaired as required hereunder, Lessor hereby assigns or, if by their terms not assignable, agrees otherwise to make available to Lessee the right to exercise in Lessee's name such rights as Lessor may have or may subsequently obtain (but without representation or warranty by or recourse to Lessor) with respect to any product warranty, service life policy, trademark, patent or copyright infringement indemnity, or airframe or propulsion system performance guaranty, of Airbus Industrie, the Manufacturer's Subsidiary, IAE or any subcontractor or vendor with respect thereto under the Purchase Agreement (except those which were given directly to Parent, the Original Head Lessee or any of their Affiliates and are not directly related to the operator's use of the Aircraft), to the extent that the same may be assigned or otherwise made available to Lessee, and Lessor agrees to exert its reasonable efforts, at Lessee's expense and upon its request, to enforce such rights as Lessor may have with respect thereto for the benefit of Lessee; provided, however, that upon and during the continuance of a Default or an Event of Default, such assignment or other rights which are otherwise made available to Lessee shall immediately and automatically without further action be deemed cancelled and, to the extent of any remaining interest held by Lessee, deemed reassigned to Lessor and all such rights shall revert to Lessor automatically including all claims thereunder whether or not perfected and all amounts payable shall be paid to and held by Lessor. In no event, however, shall Lessee have any right to amend, supplement or otherwise modify the Purchase Agreement (by change order or otherwise). In connection with the foregoing, Lessee agrees to be bound by and comply with all applicable terms, conditions and limitations of the provisions of the Purchase Agreement.

SUPPLIER’S WARRANTIES. Supplier warrants that each Product, Spare Part, Corrected Product, Technical Publication and/or Service must (i) be free from defects in materials and workmanship, (ii) conform to the requirements of this Agreement and its Exhibits, and the applicable Purchase Order including, but not limited to, any applicable descriptions, the Technical Requirements, Supplier’s Technical Proposal and drawings, and (iii) to the extent not manufactured pursuant to detailed designs and specifications provided by Buyer, be free from any defects in design, manufacture and production.