Guarantee Liability Sample Clauses
The Guarantee Liability clause defines the extent to which a guarantor is responsible for fulfilling the obligations of another party under a contract. Typically, this clause specifies the conditions under which the guarantor must step in, such as if the primary party defaults on payments or fails to perform contractual duties. It may also outline any limitations on the guarantor’s liability, such as monetary caps or timeframes. The core function of this clause is to allocate risk by ensuring that the beneficiary has recourse to a third party if the original obligor fails to meet their commitments, thereby providing additional security and assurance in contractual relationships.
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Guarantee Liability. 6.1 When the debts under the Main Contract is due or Party B declare pre-maturity of the indebtedness according to the Main Contract or the law, and the Debtor fails to timely or fully discharge the debts or the Debtor violates any other provision of the Main Contract, Party A shall immediately perform its obligations within the scope of guarantee specified herein.
6.2 Notwithstanding any other security for the creditor’s rights of Party B under the Main Contract (including but not limited to guarantee, mortgage, pledge, letter of guarantee, standby letter of credit or otherwise), notwithstanding the effectiveness or validity of such other security and notwithstanding any claim of Party B to any other person providing such other security, whether any third party agrees to assume all or part of debts under the Main Contract and whether such other security is provided by the Debtor or not, Party A’s guarantee liabilities hereunder will not be reduced or exempted. Party B may directly demand Party A to assume the liabilities within the scope of guarantee specified herein and Party A will not make any objection.
6.3 Where Party A only provides the guarantee for part of debts under the Main Contract, Party A hereby agrees that Party A shall assume its liabilities for those outstanding debts within the scope of guarantee specified herein, even if any part of debts under the Main Contract is discharged due to discharge of the Debtor, realization of any other security right by Party B or any other reason.
6.4 Where Party A only provides the guarantee for part of debts under the Main Contract and the debts under the Main Contract are not fully discharged after Party A has discharged its liabilities of guarantee hereunder, Party A hereby undertakes that its claim (or exercise in advance) of subrogation or recourse against the Debtor or any other person providing the security will not impair the interests of Party B, and agrees that the discharge of the debts under the Main Contract shall be prior to the enforcement of Party A’s subrogation or recourse. To put it more specific, prior to the full realization of Party B’s creditor’s rights:
6.4.1 Party A undertakes that it will not claim its subrogation or recourse against the Debtor or any other person providing the security; where Party A has realized such right due to whatever cause, the amounts obtained therefrom shall be in priority used to discharge the outstanding debts owing to Party B;
6.4.2 Where any real sec...
Guarantee Liability. 2.1 The guarantee under this contract is a joint and several liability guarantee.
2.2 The scope of the guarantee is the principal and interest, compound interest, penalty interest, liquidated damages, damages and the cost of realizing the creditor's rights under the principal contract. Expenses for realizing claims include but are not limited to collection fees, litigation fees (or arbitration fees), preservation fees, announcement fees, execution fees, attorney fees, travel expenses and other expenses.
2.3 The guarantee period shall be calculated separately according to the performance periods of each principal debt agreed in the principal contract (in the case of issuing bank acceptance draft/letter of credit/letter of guarantee, according to the date of advance payment by the creditor). The guarantee period under each principal debt shall be from the date of expiration of the performance period of such principal debt (or the date of advance payment by the creditor) to two years after the date of expiration of the performance period of the final principal debt due under the entire principal contract (or the date of advance payment by the creditor). If creditor and debtor agree that the debtor can stage to perform the payment obligations, the guarantee period of the principal debt shall be calculated separately according to each repayment obligation, from the date of expiration of the performance period of each repayment obligation (or the date of advance payment by the creditor) to two years after the date of expiration of the performance period of the final principal debt due under the entire principal contract (or the date of advance payment by the creditor). If the creditor announces that any principal debt is due early, the expiry date of the performance period of the principal debt shall be subject to the announced early maturity date.
Guarantee Liability. 13.1 Seller guarantees that the work is performed according to recognised standards of good workmanship. Seller also guarantees that the Goods complies with applicable laws and regulations, current technical standards and is in conformity with the purchase order, drawings and specifications, and that any design performed by Seller is fit for the intended purpose of the Goods. Seller further guarantees that materials and equipment used are new and of high quality.
13.2 Unless otherwise agreed, the guarantee period expires 24 months after the Goods have been taken into use for its intended purpose, but not later than 36 months after delivery.
13.3 If Seller has performed rectification work during the guarantee period, a new 24 months’ period shall apply for the rectified parts of the Goods from the date of completion of the rectification work.
Guarantee Liability. 2.1 Guarantee under this Contract is joint-liability guarantee.
2.2 The scope of guarantee includes principal and interest thereof, compound interest, penalty interest, liquidated damage, compensation for damage and expenses for enforcement of credit right under the Principal Contract. The expenses caused in enforcement of credit right includes but not limited expense to press for payment, litigation fee (or arbitration fee), conservation fee, publication fee, enforcement fee, lawyer fee, travel expense and other expenses.
2.3 The guarantee period is two years from the date when the debt is mature. If the Principal Contract provides that the Debtor may pay its debt by installments, the guarantee period shall commence from the date when each installment's debt paying deadline expires until two years after the date when the last installment's debt paying deadline expires. The date of maturity of the debt under issuance of bank acceptance, letter of credit or security bond shall be the date when the creditor makes advance disbursement. If the Creditor declares earlier expiry of all debt under the Principal Contract, such earlier expiry date declared shall be the date when the debt paying deadline expiries.
2.4 In accordance with provisions of Article five of Security Law of People's Republic of China, both parties of this Contract specifically agree that: the effect of this Contract shall be independent from that of the Principal Contract; the nullification of the Principal Contract or relevant provisions thereof may not affect the effect of this Contract. The Guarantor shall bear joint liability for returning liability or compensation liability to be born by the Debtor after the Principal Contract is invalid.
Guarantee Liability. 7.1 The customer shall examine the supplied goods immediately after the arrival at the destination also in case of previous supply of samples or specimen and especially inspect them for measurement and quantity as well as their external features and quality. The delivery shall be regarded as approved if no defect complaint could be determined within eight (8) days after the arrival of the goods at the destination or if the defect could not be recognized at the examination, if it has been received by us within eight (8) days after its discovery in written form with an exact description of the defect. Defect complaints shall always be sent to us. A complaint towards sales representatives is not sufficient. The freight forwarder shall immediately be informed about transport damages in accordance with the duties of disclosure of the German Freight Forwarders‘ Standard Terms and Conditions.
7.2 If a notification of defects is justified and has been made in due time we shall provide at our option post performance in the form of rework or compensation delivery if the customer is an entrepreneur. If the customer is a consumer, he first of all shall have the choice whether our post performance shall be carried out through rework or compensation delivery. We shall be authorized, however, to refuse the type of selected post performance if it is only possible with unreasonable costs and the other type of post performance remains without essential disadvantages for the customer.
7.3 If a rework or compensation delivery finally fails, the customer shall reduce the purchase price or withdraw from the contract. In case of unessential defects the purchaser is not entitled to withdraw. If the customer decides to withdraw from the contract after failed post performance, he shall not be entitled to claim for damages due to the defect.
7.4 The aforementioned regulations comprise the liability for defects for our goods. We particularly shall be liable for all other claims for damages to which the customer is entitled due to or in connection with defects of the supplied goods, regardless of which legal reason, exclusively in accordance with the clause 7.5 and 7.
7.5 For claims for damage due to culpable acts, regardless of which legal reasons, among others delay, defective delivery, breach of duties resulting from an obligation or duties at contractual negotiations, prohibited action, product liability (except liability according to the product liability law), we shall only be l...
Guarantee Liability. 6.1 Supplier guarantees that the Work will be fit for purpose and comply with and carried out in accordance with all requirements of the Agreement and that any engineering performed will be fit for its intended purpose. Supplier further guarantees that all materials and equipment used in the Goods are new and of merchantable quality and free from defects. All Supplier supplied materials and manufactured articles shall meet the design life and performance criteria required of them in this Agreement.
6.2 The guarantee period for Goods expires twenty-four (24) months after the Goods are taken into use for their intended purpose, but not later than thirty (30) months after their respective delivery. If Supplier has performed rectification work during the guarantee period, a new guarantee period shall apply for the rectified parts from the date of completion of the rectification work until the longer of twelve (12) months from the date of completion of the rectification work or thirty
Guarantee Liability. Each Party, in its capacity as a professional capacity, guarantees to the other the proper discharge of all of its obligations under the terms of the agreement. Each Party shall be held responsible for damages caused by it and/or persons acting on its behalf and/or third parties, towards the other Party, through its/their negligence or failure, and/or failure to perform its obligations under the agreement. If the liability of either party should be engaged toward the other for breach of an obligation under the agreement or under general civil liability, it must compensate the injured party for the costs incurred by it due to its failure (including management fees, removal and disposal, analysis costs, expert investigator costs, logistical cost overruns, possible compensation), upon duly established proof of loss.
Guarantee Liability. CGP guarantees CDISOUNT: · that the Trademark is not currently the subject of any litigation, complaint or contestation of any kind and on any basis whatsoever, · against any decision, complaint, claim or objection on the part of third parties against CDISCOUNT concerning the Trademark.
Guarantee Liability. 1. Borqs Technologies, Inc. (“Borqs”) and its Chairman of the Board ▇▇▇ Sek ▇▇▇▇ ▇▇▇▇ agree to guarantee Party B’s Loan to Party A with their assets, including but not limited to, shares of Borqs owned by such parties All external accounts receivable, etc. Borqs Technologies, Inc. represents that the signing and execution of this Agreement is its true intention, Borqs has obtained all necessary consents, approvals and authorizations and there are no legal defects. Borqs has sufficient discretion for accounts receivable and there are no defects, disputes, litigation, arbitration or any third party rights that have not been notified to Party A. If Party B fails to repay the Loan to Party A upon the maturity of the Loan, Borqs will unconditionally assume the full repayment obligation of the joint and several liability within the scope of guarantee, including the principal of the Loan, the Capital Occupation Fee and the full cost of realizing the pledge.
2. ▇▇▇ Sek ▇▇▇▇ ▇▇▇▇ only uses shares of Borqs owned by him to guarantee Party B’s Loan. ▇▇▇ Sek ▇▇▇▇ ▇▇▇▇ warrants that the signing and execution of this Agreement is his true intention and there are no legal defects. If Party B fails to repay the Loan sufficiently to Party A upon the maturity of the Loan, ▇▇▇ Sek ▇▇▇▇ ▇▇▇▇ will unconditionally assume the full repayment obligation of the joint and several liability within the scope of guarantee. Including: the principal of the Loan; the Capital Occupation Fee, and the full cost of realizing the pledge.
Guarantee Liability. 5.1 The Seller shall only be liable for defaults which do not only insubstantially adversely affect use of the products as intended by the contract. Explicitly excluded from any liability are wear parts as well as damage resulting from ordinary use or improper installation, use and/or operation, as well as from rework or maintenance work or alterations not explicitly authorized by the Seller.
5.2 Hardware products which are proven to be defective at the time of transfer, and for which the Seller is liable pursuant to Section 5.1, shall be replaced or reworked in the Seller's discretion, if such defects are immediately notified by the Buyer in writing upon detection. Any additional guarantee claims, in particular redhibitory action, reduction in purchase price and damages shall be excluded.
5.3 Liability for direct damage, indirect damage, subsequent damage and third party damage shall be excluded to the legally permissible extent. Liability in case of intent shall be unaffected by this. Liability shall be limited to the purchase price in any case.
5.4 The Seller’s warranties are limited to the following terms, calculated by transfer of risk: NAND Flash Products 3 years or TBW* limit is reached DRAM Components 3 years DRAM Modules 3 years *TBW = Terabyte Written Any guarantee claims, including those described in Section 5.3, will have expired after this period.
5.5 Guarantee claims against the Seller cannot be assigned and may only be asserted by the Buyer.
5.6 The Buyer loses any guarantee claims upon improper installation, storage or handling, modification or processing of the products delivered unless the Buyer may prove that such installation, storage or handling, modification or processing of the products delivered has not been the root cause for the claimed defect.
5.7 If the Seller has reworked or replaced the products, the liability for such products shall be the same as for the originally delivered products in compliance with the present General Terms and Conditions.