Warranties and Compliance Clause Samples
The 'Warranties and Compliance' clause establishes the obligations of the parties to guarantee certain facts or conditions and to adhere to applicable laws and regulations. Typically, this clause requires one or both parties to affirm that their products, services, or actions meet specified standards and that they are operating in accordance with all relevant legal requirements. For example, a seller might warrant that goods are free from defects and comply with safety regulations, or a service provider might confirm compliance with data protection laws. The core function of this clause is to allocate risk and responsibility by ensuring that parties are accountable for the accuracy of their representations and for lawful conduct throughout the agreement.
Warranties and Compliance. 13.1 The Supplier acknowledges that the Authority has entered into this Agreement in reliance upon the Supplier's expertise in selecting and supplying goods and services fit to meet the Bespoke Software Specification.
13.2 The Supplier warrants and represents that:
(a) it shall not charge any Pharmacy Contractor for their use of the Software or the Bespoke Software for the duration of this Agreement;
(b) none of the Software or Bespoke Software infringes the Intellectual Property Rights of any third Party;
(c) it will meet the key milestones set out in Schedule 1;
(d) the Software will meet the requirements set out in this Agreement;
(e) the Bespoke Software will meet all the requirements of the Bespoke Software Specification;
(f) the Bespoke Software will be Ready for Service by the Ready for Service Date;
(g) the Software will perform in accordance with the requirements set out in this Agreement and the Bespoke Software will perform in accordance with the Bespoke Software Specification and that it will provide support and maintenance to the Authority for the duration of this Agreement;
(h) it will incorporate Updates in the Bespoke Software for the duration of this Agreement;
(i) it will perform the Services in a timely, reliable and professional manner, in conformity with Good Industry Practice by a sufficient number of competent personnel with appropriate skills, qualifications and experience, and has and will at all times have the ability and capacity to meet such requirements; and
(j) it is in compliance with, and will perform the Services in compliance with, all applicable law and regulations.
13.3 Each Party warrants that it has full capacity and authority, and all necessary licences, permits and consents to enter into and perform this Agreement and that those signing this Agreement are duly authorised to bind the Party for whom they sign.
13.4 In performing its obligations under this Agreement, the Supplier shall comply with all applicable laws, statutes, regulations from time to time in force.
Warranties and Compliance. 16.1 The Licensee warrants and represents that the information it has provided concerning the management of, the control of and the legal and beneficial ownership of the issued share capital of the Licensee as at the Effective Date and all family interests and influence in respect of such management, control and/or ownership was when given and is now accurate and complete in all material respects and there are no omissions from such information which render such information misleading in any material respect.
16.2 The rights granted under this Agreement are granted to the Licensee only and no member of the Licensee's Group shall be entitled to exercise the rights granted to the Licensee except Subsidiaries who are Distributors to the extent necessary to perform their role as distributor. In addition without prejudice to the foregoing the Licensee shall procure that no company within the Licensee's Group does anything which if done by the Licensee would be contrary to the Licensee's obligations in this Agreement.
16.3 Without prejudice to the Licensee's obligations and Burberry's right and remedies under this Agreement, Burberry may request the Licensee at any time:
(A) to confirm in writing signed by the Chairman, President, Chief Executive Officer or Chief Financial Officer of the Licensee that it is not in breach of any of the terms and conditions of this Agreement; and
(B) to undertake in writing signed by the Chairman, President, Chief Executive Officer or Chief Financial Officer of the Licensee to continue to comply with all the terms and conditions of this Agreement, and any such confirmation and undertaking shall be provided by the Licensee within 30 (thirty) days of such request.
Warranties and Compliance. 16.1 The Licensee warrants and represents that the information it has provided concerning the management of, the control of and the legal and beneficial ownership of the issued share capital of the Licensee as at the Effective Date and all family interests and influence in respect of such management, control and/or ownership was when given and is now accurate and complete in all material respects and there are no omissions from such information which render such information misleading in any material respect.
16.2 The rights granted under this Agreement are granted to the Licensee only and no member of the Licensee's Group shall be entitled to exercise the rights granted to the Licensee except Subsidiaries who are Distributors to the extent necessary to perform their role as distributor. In addition without prejudice to the foregoing the Licensee shall procure that no company within the Licensee's Group does anything which if done by the Licensee would be contrary to the Licensee's obligations in this Agreement.
Warranties and Compliance. 10.1 The Supplier acknowledges that the Customer has entered into this agreement in reliance upon the Supplier's expertise in developing software fit to meet the Customer's business requirements as set out in the Business Requirements Specification.
10.2 The Supplier warrants and represents that:
(a) the Supplier Software is proprietary to the Supplier (except where otherwise stated in the Proposal) and that it has the right to license all Intellectual Property Rights in and to the Supplier Software to the Customer, and to provide the Support Services to the Customer;
(b) none of the New Releases and/or New Versions (if any) supplied by the Supplier under this agreement infringes the Intellectual Property Rights of any third party;
(c) the Supplier Software at the Acceptance Date, and for six months after that date, will perform in accordance with the Business Requirements Specification;
(d) it will perform the Support Services quickly and in a reliable and professional manner, in conformity with Good Industry Practice, by a sufficient number of competent personnel with appropriate skills, qualifications and experience and has, and will at all times have, the ability and capacity to meet such requirements; and
(e) it is in compliance with, and will perform the Support Services in compliance with, all applicable law and regulations.
10.3 The sole remedies for breach of the warranties in clause 10.2(a) and 10.2(b) are set out in clause 20.
10.4 The sole remedy for breach of the warranty under this clause 10.2(c) shall be correction of Defects by the Supplier within a reasonable time from notification by the Customer of the Defect that constitutes such breach.
10.5 The warranties set out in clause 10.1 are in lieu of all other express or implied warranties or conditions, including implied warranties or conditions of satisfactory quality and fitness for a particular purpose, in relation to this agreement. Without limitation, the Supplier specifically denies any implied or express representation that the Supplier Software will be fit to operate uninterrupted or error-free.
10.6 The Supplier does not warrant or guarantee that it will be able to rectify all Defects, nor that any Defect which does not materially affect the Customer's operations using the Supported Software will be corrected before the issue of the next New Release.
10.7 Any unauthorised modifications, use or improper installation of the Supplier Software by, or on behalf of, the Customer shall ren...
Warranties and Compliance. Section 4.01.
Warranties and Compliance. The standard of care for services performed or furnished by Engineer and its employees and agents will be the same care and skill ordinarily used by members of the professions practicing under similar circumstances at the same time and in the same locality. Engineer’s performance of the Agreement shall comply with all applicable laws, rules, and regulations. Engineer shall warrant and be responsible for any work, action, performance or failure to perform by any contractor whom Engineer may retain to perform any part of the engineering services Work. To the extent any equipment, component, services or other portion of the Work or the project at issue includes any manufacturer’s/provider’s warranty, Engineer shall insure (and shall inform any contractor/provider in advance of provision of such goods/services) that such warranty shall run directly to and benefit the City such that the City, if it chooses, may proceed directly against any such manufacturer/provider for breach of such warranty.
Warranties and Compliance. Section 4.1 Manufacturing Warranties .............................................................................8 Section 4.2 Compliance with Laws and Regulations ........................................................8 TABLE OF CONTENTS (continued) Page ii ARTICLE V LIABILITY AND INDEMNIFICATION Section 5.1
Warranties and Compliance