Warranties and Liability Clause Samples
The Warranties and Liability clause defines the assurances each party makes regarding the quality, performance, or legality of goods or services provided, and sets out the extent to which each party is responsible for losses or damages. Typically, this clause outlines what warranties are given (such as that products are free from defects or services will be performed with reasonable skill), and may also specify limitations or exclusions of liability, such as caps on damages or types of losses that are not recoverable. Its core function is to allocate risk between the parties, providing clarity on what is guaranteed and limiting exposure to unforeseen claims or liabilities.
POPULAR SAMPLE Copied 1 times
Warranties and Liability. 6.1 The Provider warrants to the Buyer that the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the B...
Warranties and Liability. 9.1 The Seller warrants that the Goods supplied will at the time of delivery correspond to the description given by the Seller.
9.2 The Seller warrants to the Customer that all of the Goods supplied hereunder will for a fixed period of six (6) months from the Delivery Date be of satisfactory quality PROVIDED ALWAYS that this Clause 9.2 shall not apply where:
9.2.1 the Goods have been altered in any way or have been subjected to misuse or unauthorised repair; or
9.2.2 parts, materials or equipment not manufactured by the Seller; or
9.2.3 the Goods have been improperly installed, erected or connected; or
9.2.4 the Customer has failed to observe any technical instructions issued by the Seller including without limitation any maintenance requirements relating to the Goods; or
9.2.5 the Customer has failed to notify the Seller of any defect of suspected defect within the time limit stipulated in these Conditions; or
9.2.6 the total Price for the Goods has not been paid by the due date; or
9.2.7 the Goods are used item and/or reconditioned item. Any repaired or replacement Goods will be guaranteed on the same terms as stipulated in this Clause 9.2 for the remaining unexpired term of the six (6) months period.
9.3 In the event of a breach of Clause 9.2, the Seller at its own option, and without prejudice to Clause 13.1, within a reasonable period of time repair, replace, repay the price if paid or issue a credit note PROVIDED THAT:
9.3.1 the Customer has notified the Seller in writing within 14 days from acceptance of the delivery;
9.3.2 the Customer promptly makes available the Goods for inspection and, if so required, promptly return the Goods affected to the Seller's address, at the Customers sole expense and risk; and
9.3.3 such defects are found to the Seller’s reasonable satisfaction to have arisen solely from the Seller’s faulty design, workmanship or materials.
9.4 Save as expressly referred to above, all other warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
9.5 The Customer shall indemnify, defend and hold harmless the Seller in full against all loss, costs, damages, charges, expenses and other liabilities awarded against or incurred (but excluding any liability to the extent that it is based on any breach of the Seller's warranty in Clause 9.2) as a result of or in connection with any c...
Warranties and Liability. 10.1. Each Party warrants to the other that it has the full right and power to enter into this Deed. Save as explicitly notified to the other Party at the Effective Date, each Party warrants that as at the Effective Date it has not knowingly misappropriated any third party confidential information or knowingly infringed any third party Intellectual Property Right.
10.2. Each Party warrants that save as explicitly otherwise provided in this Deed (a) it has the rights to grant the licences in clause 3 of this Deed; and (b) it has not granted to any third party any option, licence or right of first refusal in relation to the Licensed Patents, Results or Know-How; and (c) it has not assigned, transferred or granted any option to assign or transfer any of its rights in the Licensed Patents, Results or Know-How.
10.3. Both Parties acknowledge that in entering into this Deed they do not do so in reliance on any representation, warranty or other provision except as expressly provided in this Deed and any conditions, warranties or other terms implied by statute or common law are excluded from this Deed to the full extent permitted by law.
10.4. Without limiting the scope of clauses 10.1 to 10.3, neither Party gives any warranty, representation or undertaking:
10.4.1. as to the efficacy, usefulness or quality of the Licensed Patents, Results or Know-How;
10.4.2. that any of the Licensed Patents are or will be valid or subsisting or (in the case of applications) will proceed to grant; or
10.4.3. that the exploitation of any the Licensed Patents, Results or Know-How or the manufacture, Marketing, or use of Licensed Products or products or the exercise of any other rights granted under this Deed will not infringe any Intellectual Property Rights or other rights of any third party.
10.5. Both Parties accept that there is no restriction imposed on the other Party in relation to the independent development of any Adaptimmune Licensed Products in the case of Adaptimmune, or Immunocore Licensed Products, in the case of Immunocore using TCRs which do not form part of any Project or which are not comprised within the Licensed Patents, Know-How or Results (“New TCRs”). In particular, subject to clause 3, (a) each Party is free to enter into agreements with third parties in relation to development of products comprising New TCRs; (b) each Party is free to enter into any licence in relation to New TCRs; and (c) each Party is free to independently isolate New TCRs for Adaptimmune...
Warranties and Liability. 8.1 Subject to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract at the time of delivery.
8.2 The above warranty is given by the Seller subject to the condition that the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Charges have not been paid by the due date for payment.
8.3 Subject as expressly provided in these Terms all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 A claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Charges as if the Goods had been delivered in accordance with the Contract.
8.5 Where a valid claim in respect of any of the Goods which is based on a defect in the quality or condition of the Goods or their failure to meet description is notified to the Seller in accordance with these Terms, the Seller may replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods (including any delay in supplying or any failure to supply the Goods in accordance with the Contract or ...
Warranties and Liability. 6.1 All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Goods, whether express or implied by statute or common law or otherwise are excluded to the fullest extent permitted by law.
6.2 The Buyer acknowledges that the Seller is not in the business of selling the Goods and the Buyer will assume full responsibility to ensure compliance with any English Heritage requirements from the date of transfer of the goods.
6.3 The Seller makes no representations to the Buyer as to the Goods’ quality, state of repair, safety, performance and fitness for purpose nor as to any apparent or latent defects. The Buyer shall take the Goods subject to any such defects and dilapidations (if any).
6.4 The Buyer agrees to the Decommissioning and, insofar as it is able, relieves the Seller of its obligations under Ofcom’s Universal Services Obligations in respect of the Goods. The Buyer agrees not to object to Ofcom or any tier of local government to the Decommissioning of the Goods.
6.5 The Seller may supply the Buyer with a kiosk maintenance manual or other documents. Any recom- mendations or guidance therein shall not form warranties nor obligations of any nature upon the Seller.
Warranties and Liability. 10.1. The Supplier warrants to the Client that:
10.1.1. the Goods and Services will be of satisfactory quality and fit for any purpose held out by the Supplier or made known to the Supplier at or before the time the Order is placed or otherwise agreed by the Parties in writing;
10.1.2. the Goods and Services will be free from defects in design, material and workmanship;
10.1.3. the Goods and Services will correspond with the Order, these Terms and any relevant Specification or sample;
10.1.4. throughout the Warranty Period, the Goods and Services shall be free from any liens or encumbrances on title whatsoever;
10.1.5. the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale or supply thereof;
10.1.6. all information supplied by the Supplier to the Client in connection with or related to the Goods and Services or otherwise pursuant or related to the Agreement shall be and remain true, accurate and complete; and
10.1.7. the Services will be performed by appropriately qualified and trained personnel, with due skill, care and diligence in accordance with best industry practice and to such high standard of quality as it is reasonable for the Client to expect from a competent and experienced supplier or in all the circumstances.
10.1.8. the Supplier shall have a system for collecting data on Greenhouse Gas (GHG) emissions and shall make it available upon request.
10.2. The Supplier guarantees safe work, fire and environmental protection and occupational hygiene, and also undertakes not to violate the working conditions of third persons, including but not limited to the Client’s employees and other persons. The Supplier is fully responsible for compliance with all legal acts regulating occupational safety, health safety, fire safety, environmental protection, public order, sanitary and hygiene standards, etc. If the Supplier fails to properly perform any of the obligations provided for in this clause, the Supplier shall pay the penalties specified in the Agreement (if any) and indemnify all damages caused to the Client, its property and / or Third Parties. The Parties agree that the Client shall in no event be liable for any obligations, claims and expenses that may arise from the Supplier's obligations under this Clause or any failure / improper performance thereof, as well as from injury or death of persons employed or hired by the Supplier or its subcontractors, during the work or at...
Warranties and Liability. 8.1. Roxtec warrants for a maximum of twelve (12) months from delivery to Customer ("Warranty Period"), that all Goods are free from defects in material, design and workmanship (“Warranty)”). Customer shall immediately report in writing to Roxtec any claimed defect upon discovering the same within the Warranty Period. After receiving notice from Customer and substantiation by Roxtec of the claim as being under Warranty, Roxtec shall, at its option: (i) repair the defective Goods, (ii) refund an equitable portion of the Order´s value, or (iii) furnish replacement Goods or parts, as necessary at the original shipping point. In no event will Roxtec at any time be responsible for disassembling, and/or reassembling, uninstalling and/or reinstalling any Goods.
8.2. Roxtec’s obligations for any Goods as set forth in Section 8.1 above is subject to Roxtec being notified in writing by Customer without undue delay and no later than thirty (30) days after a defect is discovered or ought to have been discovered upon a careful inspection. Defective Goods, which have been replaced by Roxtec, shall be Roxtec’s property. Customer is obliged to carry out dismantling and re-installation of defective Goods at its own risk and cost.
8.3. The Warranty shall not cover, and Roxtec shall not be liable for defects in any Goods that are caused by or related to improper storage or transit, faulty maintenance, misuse, unusual external conditions, incorrect installation and alterations or reparations of the Goods. Modifications or repairs to any Goods (other than by Roxtec), or products or parst used with any Goods shall void the Warranty. Customer waives any rights to make a Warranty claim of any kind, express or implied, where any Goods has been modified or altered. Roxtec shall in no event be liable under this Section 8 or otherwise if Customer or a customer of Customer has used or installed any parts in or in connection with the Goods, which are not Roxtec’s original parts. The Warranty shall not cover defects in design when the Goods have been manufactured by Roxtec according to Customer’s own designs or following Customer’s instructions regarding the design of the Goods. Decomposition or corrosion by chemical action or wear or damage caused by the presence of abrasive materials is not and shall not be a product or manufacturing defect. Furthermore, the Warranty does not cover normal wear and tear.
8.4. Roxtec does not provide a warranty for any product or part not manufactured b...
Warranties and Liability. 16.1 The Dealer acknowledges that the Software is complex and that the Software may have certain defects when delivered. The Dealer agrees that RTSWs sole liability, and the Dealers sole remedy if there is any bug, fault or error in any copy of the Software is to accept the return of that copy if rejected by the End User in accordance with the End User Licence and to refund the Dealer the price paid by the Dealer to RTSW for the licence of that copy.
16.2 Without prejudice to Clause 16.1, but subject to Clauses 16.3 and 16.5, RTSWs total liability to the Dealer, whether in contract, tort, including negligence, otherwise will:
16.2.1 In relation to any claim by an End User in respect of any defect, error, bug or deficiency in the Software, not exceed the price paid by the Dealer to RTSW for the licence for that End User.
16.2.2 In aggregate, in respect of all claims arising in a Year of this Agreement, in connection with the Software and RTSWs performance or non-performance of this Agreement, and whether in contract, or tort (including negligence) or arising in any other way, not exceed the total Charges paid by the Dealer to RTSW in that Year of this Agreement
16.3 Despite anything else contained in this Agreement (except Clause 16.6), RTSW will not be liable to the Dealer for any loss of profits, loss of savings, loss of use, loss of business, loss of opportunity, loss or spoiling of data, loss of contracts, in any case whether direct or indirect, or for any indirect or consequential loss, whether arising from negligence, or breach of contract, or in any other way, even if RTSW had been advised of, or knew of, the likelihood of that loss or type of loss arising.
16.4 Because of the uncertainty of future events and circumstances, RTSW does not guarantee that its forecasts, projections, advice, recommendations or the contents of any report, presentation or other document will be achievable, and the Dealer acknowledges that RTSW gives the same to address specific circumstances at the time. All information which RTSW supplies is supplied in good faith, but the accuracy and completeness of any information obtained from, or based on, information obtained from the Dealer, End User or any third party is not warranted by RTSW. It is not within the scope of RTSWs obligations to enquire as to, or verify the accuracy or completeness of that information.
16.5 The Dealer acknowledges that the limitations of and exclusions on RTSWs liability in this Agreement are reason...
Warranties and Liability. 5.1 Subject to the clauses set out below, if you buy new Handset(s) through us, it is sold with the benefit of and subject to the terms applicable to such warranty or guarantee as is given by the manufacturer of the Handset. Handset(s) that are not new are provided without any warranty or guarantee whatsoever.
5.2 If you wish to use Equipment acquired from someone else to receive any Product rather than that supplied by us, we cannot guarantee compatibility with the Product nor will we provide any ongoing support. We will have no liability for a failure to provide the Product resulting from use by you of such Equipment.
5.3 Handset(s) supplied by us will be at your risk immediately on delivery to your premises (or into custody on your behalf, if sooner) and should be insured accordingly. Delivery will be evidenced by signature by you or an authorised person. The Handset(s) will be deemed to have been checked and accepted by you on the date of such signature. You must inspect and inform us of any damaged or missing items within seven days by telephoning Customer Product. You are responsible for ensuring that an authorised person is available to accept delivery. We are not responsible for any delay in performing the Product and reserve the right to charge carriage if an authorised signatory is not available, or you refuse to accept delivery of Handset(s). We accept no liability for any late delivery or deliveries that are lost in the post.
5.4 You may request an exchange or upgrade of any Handset within seven days following delivery subject to:
(i) return to us of the original Handsets in their original packaging and unused; (ii) payment by you of the costs of delivery; and (iii) payment of our standard charge.
5.5 Handset(s) will remain our property until paid for in full by you. Until such time as the ownership of the Handset(s) has passed to you, you will hold it on our behalf and keep it safe, insured and identified as our property and we will be entitled to ask you to return the Handset(s). During this time you will notify us immediately of any loss, theft or damage of any Handset.
5.6 All SIM Cards supplied to you for use on the Network will at all times remain the property of the Third Party Operator and in the event of termination of the Contract must be returned to your Third Party Operator in good condition. You agree to notify the Third Party Operator immediately of any loss, theft or damage of to any SIM Card.
5.7 If it is necessary for a Third P...
Warranties and Liability. [Y] agrees and acknowledges that the Material has been provided to [Y] without any warranty, either expressed or implied, with regard to its quality, stability, fitness for a particular purpose, or any other quality. [X] makes no representations and extends no warranties, either expressed or implied, that the use of the Material in accordance with this MTA will not infringe any (intellectual property) right of a third party. [X] is however not aware of such conflicting third party´s rights. [Y] will not hold [X] and/or its Affiliates liable, neither jointly nor separately, for any damages suffered by [Y] arising from [Y]’s use of the Material. No right or licence, neither expressed nor implied, is granted to [Y] with regard to the Material or other IP Rights belonging to [X] and/or its Affiliates, except as explicitly set forth in this MTA.