Common use of Warranties and Remedies Clause in Contracts

Warranties and Remedies. Seller expressly warrants that all goods, equipment, supplies, materials, parts, (collectively, “Goods”), services and work covered by this Contract will conform to the specifications, drawings, samples or other description furnished or adopted by Buyer, and will be merchantable, of good design, material and workmanship, fit for the purpose intended and free from defect. Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx agrees to indemnify, defend and hold Xxxxx harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred or sustained by Buyer by reason of any breach of such warranties. All Goods, services and work are subject to inspection by Xxxxx. Buyer, regardless of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contract, in addition to its other rights, reserves the right to reject any part of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price or require prompt correction or replacement thereof at Seller’s expense, including transportation charges, for both any return or new product, and labor costs. Buyer shall have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, Xxxxx will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnify, defend and hold Buyer harmless from and against all claims arising out of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller set forth in this Contract shall not be exclusive and are in addition to any other rights, remedies and warranties provided by law or under this Contract. The failure of either party to enforce any rights under this Contract shall not constitute a waiver of such rights or any other rights under this Contract.

Warranties and Remedies. Seller expressly warrants that all goods, equipment, supplies, materials, parts, (collectively, “Goods”), services and work covered by this Contract will conform to the specifications, drawings, samples or other description furnished or adopted by BuyerAll Products, and will be merchantablethe components and materials utilized in any assembled or customized Products, are covered by, and subject to, the terms, conditions, and limitations of the manufacturer's standard warranty, which warranty is expressly in lieu of any other warranty, express or implied, of good designor by Ahead or the applicable Product manufacturer. Ahead represents, material warrants and workmanshipcovenants that (i) Ahead shall perform all Services, fit for the purpose intended and free from defect. Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx agrees to indemnify, defend and hold Xxxxx harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred or sustained by Buyer by reason of any breach of such warranties. All Goods, services and work are subject to inspection by Xxxxx. Buyer, regardless of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contractif any, in addition to its other rights, reserves accordance with the right to reject any part of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price or require prompt correction or replacement thereof at Seller’s expense, including transportation charges, for both any return or new product, and labor costs. Buyer shall have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, Xxxxx will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnify, defend and hold Buyer harmless from and against all claims arising out of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller material specifications set forth in this Contract the Price Quote and (ii) the functions and features of the Services and related deliverables shall not be operate in the manner described in the applicable Price Quote for ninety (90) days from the completion thereof. Customer’s exclusive and are in addition remedy, if any, under these warranties is limited, at Ahead’s election, to any other rightsone of (a) refund of Customer’s purchase price, remedies (b) repair by Ahead or the manufacturer of any Products found to be defective, or (c) replacement of any such Product. Notwithstanding anything contained herein to the contrary, to the extent a manufacturer requires Products to be installed by Ahead or such manufacturer in order for a warranty to be valid, neither Ahead nor the Product manufacturer shall provide a warranty for any Products which are not installed, as applicable, by Ahead or the Product manufacturer. EXCEPT AS SET FORTH HEREIN, AHEAD MAKES NO OTHER WARRANTIES, WRITTEN OR ORAL. ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE HEREBY SPECIFICALLY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ANY WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE, OR USAGE OF TRADE. Customer acknowledges that it does not rely on, and waives any claim for breach of, any representations and warranties provided which are not confirmed in writing by law Ahead. Ahead shall, after Products are tendered to Customer, have no liability in respect of any changes in quality of the Products arising from storage or under this Contract. The failure transportation of either party to enforce any rights under this Contract shall not constitute a waiver the Products or from willful damages, negligence, abnormal working conditions, misuse or alteration of such rights or any other rights under this Contractthe Products.

Warranties and Remedies. Seller expressly warrants that all goodsthat, equipmentat the time of delivery, supplies, materials, parts, (collectively, “Goods”), services and work the goods covered by this Contract will conform to the hereby are in accordance with their manufacturer's specifications, drawingsbut makes no other warranty with respect to such products. Should goods not be in such condition, samples no returns, credits or other description furnished RMAs will be authorised without an official and legitimate failure report from Buyer listing said deviations from the manufacturer’s specifications. Seller agrees, as Seller shall elect, to credit the account of Buyer or adopted replace without charge to Buyer all goods which at the time of delivery are not in such condition, but only if Buyer obtains an RMA from Seller and returns such goods within thirty (30) days from the date of delivery, in original package and condition of delivery, without their numbers or any part thereof altered, defaced, or removed, to Seller's plant of shipment. Final inspections and conclusive determination whether goods are in accordance with such original condition (and are, in fact, the parts that were shipped by Seller to Buyer, and will be merchantable, of good design, material and workmanship, fit for the purpose intended and free from defect. Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx agrees to indemnify, defend and hold Xxxxx harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred or sustained not parts bought by Buyer from another vendor and shipped to Seller, in an attempt to defraud Seller) shall be made at Seller's plant, or at an internationally recognised testing house of Seller’s choice. Unless otherwise agreed in writing by reason both parties, all merchandise provided by Seller is shipped with a thirty (30) day warranty. In no event shall Seller's liability hereunder exceed the Buyer's purchase price. Seller’s sole liability shall be to credit the account of Buyer or to replace goods which are not in accordance with such original condition in accordance with the terms hereof and in no event shall Seller be liable for incidental, consequential or other damage of any breach of such warrantieskind. All Goods, services The foregoing remedy as provided herein shall be the sole and work are subject to inspection by Xxxxx. Buyer, regardless of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contract, in addition to its other rights, reserves the right to reject any part exclusive remedy of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price or require prompt correction or replacement thereof at Seller’s expense, including transportation charges, for both any return or new product, and labor costs. Buyer shall have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of titleBuyer. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, Xxxxx will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnifyany damages due to delay in deliveries, defend and hold Buyer harmless from and against all claims arising out service, use of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller set forth equipment or other performance as specified in this Contract agreement and shall not in no event be exclusive and are in addition to any other rightsliable for incidental, remedies and warranties provided by law or under this Contract. The failure of either party to enforce any rights under this Contract shall not constitute a waiver of such rights consequential or any other rights under this Contractdamages.

Warranties and Remedies. Seller's sole obligation under the foregoing warranties will be limited to either, at Seller's option, replacing or repairing defective products or refunding the purchase price paid for such products previously paid by Xxxxx, and Xxxxx's exclusive remedy for breach of any of such warranties will be enforcement of such obligation of Seller. These warranties will not extend to products subjected to misuse, abuse, neglect, damage, accident or improper installation or maintenance or which have been altered or repaired by anyone other than Seller expressly warrants that all goodsor its authorized representative. Seller shall not be liable on any claim for defective products, equipmentwhich is not made within 30 days after such products have been received by Buyer. In the event Buyer claims Seller has breached any of its obligations under the contract, supplieswhether of warranty or otherwise, materials, parts, (collectively, “Goods”), services Seller may request the return of the products and work covered by this Contract will conform tender to Buyer the specifications, drawings, samples or other description furnished or adopted purchase price previously paid by Buyer, and in such event, Seller shall have no further obligation under the contract except to refund such purchase price upon redelivery of the products. No products may be returned without Seller's written request. If Seller requests the return of the products, the products will be merchantable, redelivered to Seller at Buyer's expense by lowest cost mode of good design, material and workmanship, fit for the purpose intended and free from defecttransportation unless otherwise authorized in writing by Seller. Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx agrees to indemnify, defend and hold Xxxxx harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred or sustained by Buyer by reason of any breach of such warranties. All Goods, services and work are subject to inspection by Xxxxx. Buyer, regardless of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contract, in addition to its other rights, Seller reserves the right to reject inspect any part claimed defect, repair or replace defective products, and perform any adjustment incident to satisfactory operation of the Goodsproducts. In the event Buyer claims Seller has breached any of its obligations under the contract, services whether of warranty or work which does not conform to this Contractotherwise, and receive a corresponding adjustment in Seller has not delivered any products to Buyer, Seller may tender to Buyer the purchase price previously paid by Buyer, and, in such event, Seller shall have no further obligation under the contract except to refund such purchase price previously paid by Buyer. The remedies contained in this paragraph shall constitute the sole recourse of Buyer against Seller for breach of any of Seller's obligations under the contract, whether of warranty or require prompt correction otherwise. In no event shall Seller be liable for incidental, consequential or replacement thereof at Seller’s expensespecial damages, including transportation chargeswithout limitation, lost revenues, profits or recall expenses, nor shall Seller's liability on any claim for both any return damages arising out of or new productconnected with the contract or the manufacture, and labor costs. Buyer shall have sale, delivery or use of the right to set-off any amount owing from Seller to Buyer against any amount payable at any time products exceed the purchase price of the products previously paid under this particular contract by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, Xxxxx will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnify, defend and hold Buyer harmless from and against all claims arising out of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller set forth in this Contract shall not be exclusive and are in addition to any other rights, remedies and warranties provided by law or under this Contract. The failure of either party to enforce any rights under this Contract shall not constitute a waiver of such rights or any other rights under this Contract.

Warranties and Remedies. Seller expressly warrants that all goods, equipment, supplies, materials, parts, (collectively, “Goods”), services and work covered by this Contract will conform to the specifications, drawings, samples or other description furnished or adopted by Buyer, and will be merchantable, of good design, material and workmanship, fit for the purpose intended and free from defect. Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx Seller agrees to indemnify, defend and hold Xxxxx Buyer harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred or sustained by Buyer by reason of any breach of such warranties. All Goods, services and work are subject to inspection by XxxxxBuyer. Buyer, regardless of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contract, in addition to its other rights, reserves the right to reject any part of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price or require prompt correction or replacement thereof at Seller’s expense, including transportation charges, for both any return or new product, and labor costs. Buyer shall have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, Xxxxx Buyer will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnify, defend and hold Buyer harmless from and against all claims arising out of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller set forth in this Contract shall not be exclusive and are in addition to any other rights, remedies and warranties provided by law or under this Contract. The failure of either party to enforce any rights under this Contract shall not constitute a waiver of such rights or any other rights under this Contract.

Warranties and Remedies. Unless otherwise specified on the face hereof, Seller expressly warrants to Buyer that all goodsthe Product will, equipmentat the time of delivery, supplies, materials, parts, (collectively, “Goods”), services and work covered by this Contract will conform to the specifications, drawings, samples quality parameters or other description furnished or adopted by Buyer, Specifications identified on the face hereof; that it will convey good title to Product delivered hereunder; and will that Product shall be merchantable, of good design, material and workmanship, fit for the purpose intended and delivered free from defectany lawful security interest, lien or encumbrance (the “Warranty”). Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx agrees to indemnify, defend and hold Xxxxx harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred Seller makes no other representation or sustained by Buyer by reason warranty of any kind with respect to the Product, whether used alone or in combination with other materials. ANY OTHER WARRANTY, CONDITION, REPRESENTATION OR TERM WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED IN THIS AGREEMENT OR ANY COLLATERAL CONTRACT, WHETHER BY STATUTE, OR OTHERWISE, IS HEREBY EXPRESSLY EXCLUDED to the full extent permitted by law. In the event of a breach of such warranties. All Goodsthe Warranty by Seller, services and work are subject Xxxxx’s sole remedies shall be, at Buyer’s option, either: (i) a refund to inspection by Xxxxx. Buyer, regardless Buyer of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contract, in addition to its other rights, reserves the right to reject any part of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price paid by Buyer for non-conforming Product and the transportation costs incurred by Buyer in transporting the Product to Buyer’s facility or, at Buyer’s request, credit to Xxxxx’s account of the amount of said price or require prompt correction or (ii) replacement thereof at Seller’s expenseof the non- conforming Product with conforming Product. Alternatively, including transportation chargesXxxxx and Seller may, on a case by case basis, mutually agree in writing to waive the requirement for both any return or new productthe Product to conform to the Warranty in exchange for a price adjustment. If Buyer elects to replace the non-conforming Product, then Seller shall be liable for the reasonable costs involved in obtaining and labor costs. Buyer shipping the replacement Product; provided, however, that Seller shall have the right to setmake the arrangements on behalf of Buyer for replacement of non- conforming Product. Upon Seller’s request, Buyer shall return the non- conforming Product to Seller or otherwise dispose of the non-off conforming Product, which is the subject of the refund, credit or replacement, with any amount owing from Seller to Buyer against any amount payable at any time reasonable costs incurred by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, in connection with such return or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien disposition to be discharged for Seller’s account. Xxxxx must notify Seller in writing of any claim for an alleged breach of Warranty within five ninety (590) days of its Buyer’s receipt of Product. After expiration of such lien notification. In the event Seller fails to achieve the foregoingninety (90) day period, Xxxxx will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnify, defend and hold Buyer harmless from and against all claims arising out of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller set forth in this Contract shall not be exclusive and are in addition entitled to any other rights, of the remedies and warranties provided by law or under this Contract. The failure herein if Seller has not been notified in writing of either party to enforce any rights under this Contract shall not constitute a waiver an alleged breach of such rights or any other rights under this ContractWarranty.

Warranties and Remedies. Seller expressly warrants CLIENT understands that all goodsSapphire Check LLC obtains the information reported in its information products from various third party sources "AS IS", equipmentand therefore is providing the information to CLIENT "AS IS". Sapphire Check LLC makes no representation or warranty whatsoever, suppliesexpress or implied, materialsincluding, partsbut not limited to, (collectivelyimplied warranties of merchantability or fitness for particular purpose, “Goods”), services and work covered by this Contract will conform implied warranties arising from the course of dealing or a course of performance with respect to the specificationsaccuracy, drawingsvalidity, samples or other description furnished completeness of any information products and/or consumer reports, that the information products will meet CLIENT’S needs, or adopted will be provided on an uninterrupted basis; Sapphire Check LLC expressly disclaims any and all such representations and warranties. Sapphire Check LLC will not be liable for any indirect, incidental, consequential, or special damages for loss of profits, whether incurred as a result of negligence or otherwise, even if Sapphire Check LLC has been advised of the possibility of such damages. CLIENT understands that Sapphire Check LLC' data is collected from and processed by Buyersources which may be fallible, and will be merchantablethat the compensation granted for said services is not a guarantee of accuracy. As such, of good design, material and workmanship, fit for the purpose intended and free from defect. Such warranties shall survive inspection, test, acceptance and payment. Xxxxxx CLIENT agrees to indemnify, defend indemnify and hold Xxxxx harmless Sapphire Check LLC, its successors and assigns, officers, directors, employees, agents and suppliers from any and all claims, liability, loss, damage and expense, including attorney fees, incurred actions or sustained by Buyer by reason of any breach of such warranties. All Goods, services and work are subject to inspection by Xxxxx. Buyer, regardless of when payment is made, and without prejudice liabilities arising from any prior delivery and acceptance under this Contract, in addition or with respect to its other rights, reserves the right to reject any part of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price or require prompt correction or replacement thereof at Seller’s expense, including transportation charges, for both any return or new product, and labor costsinformation products provided by Sapphire Check LLC. Buyer shall have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, Xxxxx will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller CLIENT shall indemnify, defend and hold Buyer harmless Sapphire Check LLC from and against any and all claims claims, suits, proceedings, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and court costs) brought or suffered by any third party arising out or resulting from, or otherwise in connection with, any breach by CLIENT of such liens and/or encumbrances. The rights and remedies any of Buyer and the warranties of Seller set forth its representations, warranties, or agreements in this Contract Agreement or its negligence or willful misconduct. In turn, Sapphire Check LLC shall indemnify, defend and hold harmless CLIENT from and against any and all claims, suits, proceedings, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and court costs) brought or suffered by any third party arising or resulting from, or otherwise in connection with, any breach by Sapphire Check LLC of any of its representations, warranties, or agreements in this Agreement or its negligence or willful misconduct. Sapphire Check LLC cannot be exclusive guarantee CLIENT compliance with all applicable laws in its use of reported information, and are makes no effort to provide compliance related services in addition to any connection with its furnishing of reports. CLIENT agrees that it will consult with its own legal or other rights, remedies and warranties provided by law counsel regarding the legality of using or under this Contract. The failure of either party to enforce any rights under this Contract shall not constitute a waiver of such rights or any other rights under this Contractrelying on reported information in making employment decisions.