Common use of Warranties and Liability Clause in Contracts

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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 2 contracts

Sources: Contract for Sale of Goods, Contract for Sale of Goods

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the Product License and consistent with Exhibit C. a) If the parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product. 8.2 The above warranty b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor's negligent act or omission in these Terms all warrantiesthe marketing, conditions selling or other terms implied by statute or common law are excluded to distribution of the fullest extent permitted by lawProduct. 8.4 A claim by 10.5.3 The Distributor has, and shall at all times during the Buyer which term of this Agreement and for a period of two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor's insurance coverage is based sufficient. 10.5.4 The Company represents that it will add the Distributor as a Named Insured on any defect in the quality or condition of the Goods or their failure to correspond its current International Liability Insurance Policy held with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 2 contracts

Sources: Supply and Distribution Agreement (Viragen Inc), Supply and Distribution Agreement (Viragen Europe LTD)

Warranties and Liability. 8.1 Subject The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of 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 (goods or any other warrantyvariances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, 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 incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have 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 immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the Seller defect within 7 that period. Defective Products must be kept available for Mondi’s inspections for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Mondi early. Upon ▇▇▇▇▇’▇ request, specimens of the defect or failuregoods found faulty must be sent back to Mondi. If delivery is not refused, and the Buyer buyer does not notify the Seller accordingly, the Buyer comply with this clause negligently it shall not be entitled to reject the Goods goods and the Seller Mondi shall have no liability for such defect defects or failure, and the Buyer shall be bound to pay the Charges as incompleteness. The buyer must immediately notify Mondi if the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect of it receives any notice from any of its customers concerning defects in the Goods which is delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a defect in price reduction may be granted to the quality or condition buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the Goods goods’ applications, nor shall Mondi be liable for damages resulting directly or their failure to meet description is notified to indirectly from instructions or specifications provided by the Seller in accordance with these Termsbuyer, the Seller may replace the Goods (improper handling, willful damage, negligence, abnormal working conditions, or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price any alteration of the Goods (or a proportionate part goods by the buyer. Mondi shall not be obliged to notify the buyer of the price), in which case the Seller shall have no further liability to the Buyer. 8.6 unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by the Seller’s ▇▇▇▇▇’▇ negligence, or liability for defective products towards end consumers as defined in the Seller applicable Consumer Protection Law or except in respect of material breach of contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable to the Buyer by reason for consequential losses, damages, costs or expenses, financial loss, loss of any representation (unless fraudulent)profits or interest, or third party claims unforeseeable to Mondi. In any implied warrantycase, 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under Mondi under, or in connection with with, the Contract contract shall not exceed the price of the Goodsdeliveries subject of the claim and, except as expressly provided if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from delivery. This warranty is given subject to the other express conditions set out in these Terms. 8.7 general conditions of sale. The Seller liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. § 933b of the ABGB (Austrian Civil Code) shall not be liable to applicable. Until clarification of the Buyer or be deemed warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be in breach of the Contract by reason of any delay in performing, or any failure justified Mondi shall reimburse external expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 2 contracts

Sources: General Conditions of Sale, General Conditions of Sale

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the PL and consistent with Exhibit C. a) If the parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Company shall also be held responsible for any 9 of 15 liability the defective merchandise may cause, if and when it is proven that the liability has been derived from manufacturing defect and not from handling or storage conditions by the distributor or third parties. 8.2 The above warranty b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company In no event shall the Company be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any Products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor’s negligent act or omission in these Terms all warrantiesthe marketing, conditions selling or other terms implied by statute or common law are excluded to distribution of the fullest extent permitted by lawProduct. 8.4 A claim by 10.5.3 The Distributor has, and shall at all times during the Buyer which term of this Agreement and for a period of two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is based sufficient. 10.5.4 The Company represents that it will add the Distributor as a Named Insured on any defect in the quality or condition of the Goods or their failure to correspond its current International Liability Insurance Policy held with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Distribution Agreement

Warranties and Liability. 8.1 Subject 6.1. The buyer is obliged to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract examine each delivery immediately upon arrival at the time Place of delivery. 8.2 Destination. The above warranty is given by buyer shall notify Delfort of any apparent defects (including damage in transit), incompleteness of the Seller subject to the condition that the Seller shall be under no liability under the above warranty (goods or any other warrantyvariances from the confirmation of the order, condition or guarantee) if immediately upon arrival of the total Charges have not been paid delivery at the Place of Destination in writing by specifying the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesdefect, conditions incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. The buyer shall notify Delfort of any hidden defects (including defects surfacing during manufacturing) immediately after discovery, but no later than six months after delivery 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 Place of the Goods or their failure Destination. If not so notified, ▇▇▇▇▇▇▇ shall have no liability as to correspond with description shall (whether or not delivery is refused by the Buyer) such defective goods. Defective goods must be notified to the Seller within 7 kept available for Delfort’s inspection for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Delfort early. Upon ▇▇▇▇▇▇▇’s request, specimens of the defect or failuregoods found faulty must be sent back to Delfort. If delivery is not refused, and the Buyer buyer does not notify comply with the Seller accordinglyprovisions as set forth in this paragraph, the Buyer it shall not be entitled to reject the Goods goods and the Seller Delfort shall have no liability for such defect defects or failureincompleteness. 6.2. If the buyer processes the defective goods after the discovery of the defect, and it shall not have any claims against Delfort based on the Buyer defective goods, nor shall Delfort be obliged to indemnify it. 6.3. If the goods are defective, Delfort shall have the choice to either repair or replace the goods. Only if such repair or replacement is impossible or reasonably unacceptable for Delfort or for the buyer, a price reduction or refund shall be bound granted to pay the Charges buyer. The remedies as if set forth in this Section 6.3 shall be the Goods had been delivered sole remedies of the buyer in accordance with case of delivery of defective goods under the Contractcontract or applicable laws in relation to 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 6.4. Delfort shall not be liable for negligible deviations from the standard specifications or agreed specifications or for only minor impairment of the goods applications, including but not limited to process variations like missing dots in gravure printing, minor ink splashes, short blade lines, minor fiber agglomerations and short distance verge lines, nor shall Delfort be liable for damages resulting directly or indirectly from instructions or specifications provided by the Buyer buyer, improper handling, willful damage, negligence, abnormal working conditions, any alteration of the goods by reason of any representation (unless fraudulent), the buyer or any implied warranty, condition or other term, or any duty at common law, or under use by buyer in a manner which adversely affects the express terms performance 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller goods. Delfort shall not be liable obliged to notify the buyer of the unsuitability of its instructions or specifications unless Delfort is aware of such unsuitability. 6.5. Delfort warrants that goods which have been manufactured by it will correspond with the standard specifications or agreed specification, as the case may be, at the time of delivery to the Buyer Place of Destination and will be free from defects in material and workmanship for a period of six months from delivery to the Place of Destination. This warranty is given subject to the other express conditions set out in these General Terms. The buyer assumes all risk and liability arising from the conversion of the goods, including without limitation use of the goods in combination with other substances or be deemed materials. TO THE MAXIMUM EXTEND ALLOWED BY APPLICABLE LAW, THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENDED PURPOSE, PARTICULAR USE OR SUCCESSFUL PASSING OF ANY REGULATORY TESTS, COMPLIANCE WITH REGULATORY STANDARDS AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.6. Delfort shall have no liability to the buyer or any direct or indirect customer of buyer, under or arising from any product liability laws or statutory provisions regarding warranties, to the maximum extent allowed by applicable law. In case of papers and printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify Delfort in case of defects or unsuitability. The buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from Delfort being used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products. 6.7. The buyer agrees to indemnify and hold harmless Delfort from any claims by the buyer’s direct or indirect customers or any third party arising from the use of any products manufactured by the buyer or a third party which incorporate the goods. 6.8. Until resolution of a warranty claim, the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Delfort. In case the claim turns out to be in breach valid, ▇▇▇▇▇▇▇ shall reimburse such out of the Contract by reason of any delay in performing, or any failure pocket expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 1 contract

Sources: Terms and Conditions

Warranties and Liability. 8.1 Subject to the following provisions the Seller Condale warrants that the Goods will correspond with their description within the Contract specification at the time of delivery and will be free from defects in material and workmanship for a period of three months from delivery. 8.2 The above warranty is given by the Seller Condale subject to the condition that following conditions:  Condale shall be under no liability in respect of any defect in the Seller Goods arising from any drawing, design or specification supplied by the Buyer;  Condale shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow Condale’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without Condale’s approval;  Condale shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Charges have price for the Goods has not been paid by the due date for payment;  the above warranty does not extend to parts, materials or equipment not manufactured by Condale, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to Condale. 8.3 Subject as expressly provided in these Terms, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), 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 specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller Condale within 7 seven days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time seven days after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller Condale accordingly, the Buyer shall not be entitled to reject the Goods and the Seller Condale shall have no liability for such defect or failure, and the Buyer shall be bound to pay the Charges price 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 specification is notified to the Seller Condale in accordance with these Terms, the Seller Condale may replace the Goods (or the part in question) free of charge or, at the SellerCondale’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), in which case the Seller Condale shall have no further liability to the Buyer. 8.6 Except in respect of death or personal injury caused by the SellerCondale’s negligence, or liability for defective products under the Seller Consumer Protection Act 1987, Condale 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 SellerCondale, 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller Condale under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller Condale shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the SellerCondale’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the SellerCondale’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the SellerCondale’s reasonable control control: i) Act of God, explosion, flood, tempest, fire or accident; ; ii) war or threat of war, sabotage, insurrection, civil disturbance or requisition; ; iii) acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; ; iv) import or export regulations or embargoes; ; v) strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller Condale or of a third party); and ; vi) difficulties in obtaining raw materials, labour, fuel, parts or machinery; vii) power failure or breakdown in machinery.

Appears in 1 contract

Sources: Sales Contracts

Warranties and Liability. 8.1 Subject The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of 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 (goods or any other warrantyvariances from the confirmation of the order have to be notified immediately upon arrival of the delivery at the destination in writing by specifying the defect, 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 incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have 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 immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably de tected the Seller defect within 7 that period. Defective Products must be kept available for Mondi‟s inspections for 21 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Mondi before. Upon Mondi‟s request, specimens of the defect or failuregoods found faulty must be sent back to Mondi at buyer‟s expense. If delivery is not refused, and the Buyer buyer does not notify the Seller accordingly, the Buyer comply with this clause negligently it shall not be entitled to reject the Goods goods and the Seller Mondi shall have no liability for such defect defects or failureincompleteness. The buyer must immediately notify Mondi if it receives any notice from any of its customers concerning defects in the delivered goods. If the buyer fails to meet this obligation, and it shall not have any claims against Mondi based on the Buyer defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer may the buyer have a price reduction. In the event that the defects are more than minor, the buyer shall be bound entitled to pay withdraw from the Charges as if contract. Mondi shall not be liable for negligible deviations from the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect of any agreed specifications and/or for only minor impairment of the Goods which is based on a defect in goods‟ applications, nor shall Mondi be liable for damages resulting directly or indirectly from instructions or specifications provided by the quality buyer, improper handling, willful damage, negligence, abnormal working conditions, or condition any alteration of the Goods or their failure goods. Mondi shall not be obliged to meet description is notified to notify 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 buyer of the Goods (unsuitability of its instructions or a proportionate part specifications unless Mondi is aware of the price), in which case the Seller shall have no further liability to the Buyer. 8.6 such unsuitability. Except in respect of death or personal injury caused by the Seller’s Mondi‟s negligence, or liability for defective products under the Seller Consumer Protection Law applicable or except in respect of material breach of contract conducted by Mondi grossly negligent or willfully, Mondi shall not be liable to the Buyer by reason for consequential losses, damages, costs or expenses, financial loss, loss of any representation (unless fraudulent)profits or interest, 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 third party 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 foreseeable to supply the Goods in accordance with the Contract or at all) or their use or resale by the BuyerMondi, and the entire liability of the Seller Mondi under or in connection with the Contract contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to goods the Buyer or be deemed to be in breach subject of the Contract claim. The buyer is obliged to fully assign these liabili ty limitations to its customers. Mondi warrants that goods which have been manufactured by reason it will correspond with their specification at the time of any delay delivery and will be free from defects in performingmaterial and workmanship for a period of - if not otherwise agreed - 6 months from date of shipment from Mondi‟s premises under appropriate storage conditions. Mondi makes no other warranty, express or any failure to performimplied, any and makes no warranty of the Seller’s obligations in relation to the Goods, if the delay merchantability or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire fitness for a particular purpose or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryuse.

Appears in 1 contract

Sources: General Conditions of Sale

Warranties and Liability. 8.1 Subject YOUR ATTENTION IS DRAWN TO THIS CLAUSE, WHICH CONTAINS RESTRICTIONS ON THE USE OF THE GOODS AND LIMITATIONS ON THE COMPANY’S LIABILITY 10.1 The Company will not supply Goods to any person for incorporation or use in any Safety Critical Product. The Customer shall not incorporate or use the Goods in any Safety Critical Product. The Customer shall bring this clause to the following provisions attention of any person to whom it sells the Seller Goods (whether as part of any sub assembly of a Safety Critical Product or otherwise). The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising as a result of the incorporation or use of any Goods in Safety Critical Products, including any claim by a third party who suffers loss or damage as a result of such unauthorised use. 10.2 The Company warrants that the Goods will on delivery correspond with their description within any written specification for the Contract at Goods agreed by the time parties but save as expressly agreed in any Order it does not warrant that the Goods will be fit for any particular purpose. The Company shall have no liability to the extent that any defect in the Goods arises from any of delivery.the following: 8.2 i. any defect arising from any drawing, design or specification supplied by the Customer. The Customer shall indemnify the Company from and against all claims and proceedings for or on account of any infringement or alleged infringement of any third party Intellectual Property Rights as a result of the use of such drawings, designs or specifications; ii. any defect arising from fair wear and tear, willful damage, failure to follow the Company's instructions (whether oral or in writing) including as to storage installation or use; iii. any use or re-use of the Goods after the Goods have been removed from the product in which they were first incorporated; iv. use of the Goods with incompatible products; or v. alteration or repair of the Goods. The above warranty does not extend to parts or materials not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the Seller subject manufacturer or third party 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 paymentCompany. 8.3 10.3 Subject as expressly provided in these Terms this Agreement 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 10.4 Where 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 Company in accordance with these Termsconditions, the Seller may Company shall at its option be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s Company's sole discretion, refund to the Buyer Customer the price of the Goods (or a proportionate part of the price), in which case but the Seller Company shall have no further liability to the BuyerCustomer except for liability for personal injury or death or damage t o property caused by the negligence of the Company its sub-contractors or agents up to the limits in clause 10.5. 8.6 10.5 Except in respect of death or personal injury caused by the Seller’s Company's negligence, the Seller Company shall not be liable to the Buyer by reason of any representation (unless fraudulent)Customer whether in tort, contract or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, otherwise for any: i. loss of profit profits loss of production or for any indirectbusiness interruption (whether direct or otherwise); or ii. special, special penal, indirect or consequential loss or damage, costs, expenses damage of any nature whatsoever whether or other claims for compensation whatsoever (whether caused by not the negligence Company has been advised of the Seller, its employees or agents or otherwise) possibility of such losses 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 at all) or their use or resale by the Buyer, and the entire Customer. 10.6 The liability of the Seller Company under or in connection with this Agreement, whether arising in contract, tort or otherwise howsoever, shall be limited as follows: i. in the Contract case of liability arising from death or injury to persons caused by the negligence of the Company or its sub- contractors and/or agents, there shall be no limit; ii. in respect of any and all other liability arising out of or in connection with or relating to this Agreement, the Company’s aggregate liability for any claims actions demands and costs and expenses in respect thereof or in relation thereto in any calendar year shall be limited in the aggregate price of the Goods supplied by the Company under this Agreement in the year in question. 10.7 The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising from the death or injury of any person and against all loss of or damage to any physical property caused by any default or negligence of the Customer its agents or suppliers (other than the Company) and against all actions, claims, demands and proceedings in respect thereof or in relation thereto, provided that this indemnification shall not exceed apply to the extent that the death or injury to any person or the loss of or damage to any physical property is wholly or partly attributable to any act, default, or negligence of the Company or a third-party other than the Customer’s agents or suppliers. 10.8 The parties agree that the price of the GoodsGoods has been based, except as expressly provided amongst other things on the provisions of this clause, and that the limitations on liability set out in these Terms. 8.7 The Seller shall not be liable this clause 10 are fair and reasonable with due regard to the Buyer or be deemed potential loss and damage each party is likely to be in breach suffer as a direct result of the Contract by reason of any delay in performing, or any failure other’s default and the Customer’s ability to perform, insure for any of the Sellerlosses and damages arising, and that furthermore such limits shall continue in force notwithstanding the termination of this Agreement. 10.9 If the Customer has, or may have any claim against the Company as a result of any defect in the Goods or otherwise in connection with this Agreement (whether in contract, tort or otherwise) and the Customer is also entitled to make recovery against any other person in respect of the facts or circumstances by reference to which the Customer has or may have any claim against the Company then the Customer shall promptly and diligently take such action as the Company may request (subject to being properly indemnified against the reasonable costs of taking such action) to pursue such claim in accordance with the Company’s obligations instructions. This clause shall also apply if the Company shall already have settled or paid the Customer in respect of any such claim. The Customer shall account to the Company for all sums recovered by it in relation to such claim, including costs recovered by it. 10.10 No action may be brought under this Agreement more than one year after the Goods, if date that the delay cause of action arose or failure was due to any cause beyond in the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or case of a third party); and difficulties in obtaining raw materialslatent defect, labour, fuel, parts or machinerymore than one year after the date that the defect first became apparent.

Appears in 1 contract

Sources: Conditions of Sale

Warranties and Liability. 8.1 Subject The buyer is obliged to examine each Delivery immediately upon arrival. Any apparent defects (including damage in transit), incom- pleteness of 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 (goods or any other warrantyvariances from the confirma- tion of the order have to be notified immediately upon arrival of the Delivery at the destination in writing by specifying the defect, 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 in- completeness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufactur- ing) have 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 immediately after discovery. It shall be assumed that hidden defects are normally detectable within a peri- od of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the Seller defect within 7 that period. Defective products must be kept available for Mondi’s inspections for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be re- turned to Mondi earlier. Upon ▇▇▇▇▇’▇ request, specimens of the defect or failuregoods found faulty must be sent back to Mondi. If delivery is not refused, and the Buyer buyer does not notify the Seller accordingly, the Buyer comply with this clause negligently it shall not be entitled to reject the Goods goods and the Seller Mondi shall have no liability for such defect defects or failure, and the Buyer shall be bound to pay the Charges as incompleteness. The buyer must immediately notify Mondi if the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect of it receives any notice from any of its customers concerning defects in the Goods which is delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such recti- fication or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a defect in price reduction may be granted to the quality or condition buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the Goods goods’ appli- cations, nor shall Mondi be liable for damages resulting directly or their failure to meet description is notified to indirectly from instructions or specifications provided by the Seller in accordance with these Termsbuyer, the Seller may replace the Goods (improper handling, willful damage, negligence, abnormal working conditions, or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price any alteration of the Goods (or a proportionate part goods by the buyer. Mondi shall not be obliged to notify the buyer of the price), in which case the Seller shall have no further liability to the Buyer. 8.6 unsuitability of its instruc- tions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by the Seller’s ▇▇▇▇▇’▇ negligence, or liability for defective products towards end consum- ers as defined in the Seller applicable Consumer Protection Law or ex- cept in respect of a breach of Contract due to ▇▇▇▇▇’▇ willful mis- conduct or blatantly gross negligence, Mondi shall not be liable to the Buyer by reason for consequential losses or damages, costs or expenses, financial loss, loss of any representation (unless fraudulent)profits or interest, or third party claims unforeseeable to Mondi. In any implied warrantycase, 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under Mondi under, or in connection with con- nection with, the Contract shall not exceed the price of the GoodsDeliver- ies subject of the claim and, except as expressly provided if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buy- er is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of Delivery and will be free from defects in material and workmanship for a period of 12 months from Delivery. This warranty is given subject to the other express conditions set out in these Terms. 8.7 general conditions of sale. The Seller liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. Section 933b of the ABGB (Austrian Civil Code) shall not be liable to appli- cable. Until clarification of the Buyer or be deemed warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the warranty claim turns out to be in breach of the Contract by reason of any delay in performingjustified, or any failure Mondi shall reimburse external expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryreason- able extent.

Appears in 1 contract

Sources: General Conditions of Sale

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the Product License and consistent with Exhibit C. a) If the parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product. 8.2 The above warranty b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be under no liability under the above warranty (held liable for any lost profits 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 incidental or consequential loss or damage, costs, expenses or other damages in connection with any claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise arising out of or in connection with the supply of the Goods (including related to any delay in supplying or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale products supplied by the Buyer, and Company to the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these TermsDistributor. 8.7 10.5.2 The Seller Distributor shall not be liable to indemnify and hold the Buyer Company harmless from and against any and all liability, damage, loss, cost or be deemed to be in breach expense arising out of or resulting from any claims made or suits brought against the Contract by reason of any delay in performingCompany or the Distributor, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.which arise out

Appears in 1 contract

Sources: Supply and Distribution Agreement

Warranties and Liability. 8.1 Subject 6.1. The buyer is obliged to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract examine each delivery immediately upon arrival at the time Place of delivery. 8.2 Destination. The above warranty is given by buyer shall notify Delfort of any apparent defects (including damage in transit), incompleteness of the Seller subject to the condition that the Seller shall be under no liability under the above warranty (goods or any other warrantyvariances from the confirmation of the order, condition or guarantee) if immediately upon arrival of the total Charges have not been paid delivery at the Place of Destination in writing by specifying the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesdefect, conditions incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. The buyer shall notify Delfort of any hidden defects (including defects surfacing during manufacturing) immediately after discovery, but no later than six months after delivery 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 Place of the Goods or their failure Destination. If not so notified, ▇▇▇▇▇▇▇ shall have no liability as to correspond with description shall (whether or not delivery is refused by the Buyer) such defective goods. Defective goods must be notified to the Seller within 7 kept available for Delfort’s inspection for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Delfort early. Upon ▇▇▇▇▇▇▇’s request, specimens of the defect or failuregoods found faulty must be sent back to Delfort. If delivery is not refused, and the Buyer buyer does not notify comply with the Seller accordinglyprovisions as set forth in this paragraph, the Buyer it shall not be entitled to reject the Goods goods and the Seller Delfort shall have no liability for such defect defects or failureincompleteness. 6.2. If the buyer processes the defective goods after the discovery of the defect, and it shall not have any claims against Delfort based on the Buyer defective goods, nor shall Delfort be obliged to indemnify it. 6.3. If the goods are defective, Delfort shall have the choice to either repair or replace the goods. Only if such repair or replacement is impossible or reasonably unacceptable for Delfort or for the buyer, a price reduction or refund shall be bound granted to pay the Charges buyer. The remedies as if set forth in this Section 6.3 shall be the Goods had been delivered sole remedies of the buyer in accordance with case of delivery of defective goods under the Contractcontract or applicable laws in relation to 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 6.4. Delfort shall not be liable to for negligible deviations from the Buyer standard specifications or agreed specifications or for only minor impairment of the goods applications, nor shall Delfort be liable for damages resulting directly or indirectly from instructions or specifications provided by reason the buyer, improper handling, willful damage, negligence, abnormal working conditions, any alteration of any representation (unless fraudulent), the goods by the buyer or any implied warranty, condition or other term, or any duty at common law, or under use by buyer in a manner which adversely affects the express terms performance 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller goods. Delfort shall not be liable obliged to notify the buyer of the unsuitability of its instructions or specifications unless Delfort is aware of such unsuitability. 6.5. Delfort warrants that goods which have been manufactured by it will correspond with the standard specifications or agreed specification, as the case may be, at the time of delivery to the Buyer Place of Destination and will be free from defects in material and workmanship for a period of six months from delivery to the Place of Destination. This warranty is given subject to the other express conditions set out in these General Terms. The buyer assumes all risk and liability arising from the conversion of the goods, including without limitation use of the goods in combination with other substances or be deemed materials. THE WARRANTY ABOVE IS 6.6. Delfort shall have no liability to the buyer or any direct or indirect customer of buyer, under or arising from any product liability laws or statutory provisions regarding warranties, to the maximum extent allowed by applicable law. 6.7. The buyer agrees to indemnify and hold harmless Delfort from any claims by the buyer’s direct or indirect customers or any third party arising from the use of any products manufactured by the buyer or a third party which incorporate the goods. 6.8. Until resolution of a warranty claim, the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Delfort. In case the claim turns out to be in breach valid, ▇▇▇▇▇▇▇ shall reimburse such out of the Contract by reason of any delay in performing, or any failure pocket expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Warranties and Liability. 8.1 11.1 Subject to the following provisions conditions set out below the Seller warrants that the Goods will correspond in all material respects with their description within the Contract specification at the time of delivery and will be free from any material defects in materials and workmanship for a period of six months from the date of their initial use or twelve months from delivery, whichever is the first to expire. 8.2 11.2 The above warranty is given by the Seller subject to the condition that following conditions: 11.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer. 11.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in Writing), misuse or alteration or repair of the Goods without the Seller’s approved; 11.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total Charges have price for the Goods has not been paid by the due date for payment; 11.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as it is given by the manufacturer to the Seller. 8.3 11.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977) all warranties, conditions or of other terms implied by statute or common law are excluded to the fullest extent permitted by law. 8.4 A 11.4 Where the Goods are sold under a consumer transaction as defined by the Consumer transaction (restrictions on Statement) Order 1976 the statutory rights of the Buyer are not affected by these Conditions. 11.5 Any claim by the Buyer which relates to the quantity of the Goods delivered shall be notified to the Seller in Writing within 3 days from the date of delivery and if the Buyer does not notify the Seller accordingly the quantity stated to be delivered by the Seller shall be deemed to be the quantity actually delivered. 11.6 Any 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 the specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller in Writing within 7 5 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a as 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 price as if the Goods had been delivered in accordance with the Contract. 8.5 11.7 Where a any valid claim in respect of any of the Goods which is based on a any defect in the quality or condition of the Goods or their failure to meet description specification is notified to the Seller in accordance with these Termsconditions, the Seller may shall be entitled to repair or replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund refused to the Buyer the price of the Goods (or a proportionate part of the price), in which case but the Seller shall have no further liability to the Buyer. 8.6 11.8 Except in respect of death or personal injury caused by the Seller’s negligencenegligence or any liability imposed on the Seller by Part 1 of the Consumer Protection Act 1987, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent)representation, or any implied warranty, condition or any other term, or any duty at or common law, or under the express terms of the Contract, for ad consequential loss or damage (whether for less of profit or for any indirectotherwise), special or consequential loss or damage, costscost, expenses or other claims for consequential compensation whatsoever (and 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Termsthe conditions. 8.7 11.9 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control control: 11.9.1 Act of God, explosion, flood, tempest, fire or accident; ; 11.9.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition; ; 11.9.3 acts, restrictions, regulations, bye-laws, prohibitions or measures measure of any kind on the part of any governmentalthe government, parliamentary or local authority; ; 11.9.4 import or export regulations or embargoes; embargos; 11.9.5 strikes, locklack-outs cuts or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and ; 11.9.6 difficulties in obtaining raw materials, materials labour, fuel, parts or machinery; 11.9.7 power failure or breakdown in machinery. 11.10 Except in respect of death or personal injury caused by the Seller’s negligence or any liability imposed on the Seller by Part 1 of the Consumer Protection act 1987 the Sellers total liability for any one claim or for the total of all claims arising from any one act or default of the Seller shall not exceed £250,000 or the Contract price whichever is the higher.

Appears in 1 contract

Sources: Credit Application Agreement

Warranties and Liability. 8.1 Subject The Supplier warrants to the following provisions Buyer that: 8.1.1 throughout the Seller warrants that Warranty Period 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; 8.1.2 throughout the Warranty Period the Goods and Services will be free from defects in design, material and workmanship; 8.1.3 throughout the Warranty Period the Goods and Services will correspond with their description within the Order, these Terms and any relevant Specification or sample; 8.1.4 throughout the Warranty Period the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale, hire or supply thereof; 8.1.5 throughout the Warranty Period all information supplied by the Supplier to the Buyer in connection with or related to the Goods and Services or otherwise pursuant or related to the Contract shall be and remain true, accurate and complete; and 8.1.6 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 Buyer to expect from a competent and experienced contractor in all the circumstances. 8.2 If any Goods or Services are not supplied or performed in accordance with the Contract including the warranties in section 8.1 then, notwithstanding any prior acceptance thereof by the Buyer and without limiting any other remedy and without any liability, the Buyer shall be entitled to: 8.2.1 require the Supplier to repair such Goods or to supply replacement Goods or Services in accordance with the Contract at the time Supplier’s cost within 7 days of delivery. 8.2 The above warranty is given being requested to do so by the Seller Buyer (in which case such repaired Goods or replacement Goods or Services shall be subject to the condition that the Seller shall be under no liability under the above warranty (warranties referred to in section 8.1) 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 entitled to pay the Charges as if the return such 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, Supplier at the SellerSupplier’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price)cost, in which case the Seller shall have no further liability to the Buyer. 8.6 Except in respect Supplier shall, within 7 days of death or personal injury caused by the Seller’s negligencereceipt of such returned Goods, the Seller shall not be liable repay to the Buyer the Price paid 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 Buyer for such Goods and the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever costs incurred by the Buyer in returning such Goods to the Supplier in such amount as the Buyer shall advise the Supplier; or 8.2.2 exercise the rights described in section 6.9.1 (whether caused or not the Buyer has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services). 8.3 The Supplier shall indemnify the Buyer in full against all claims, actions, liabilities, losses, damages, costs and expenses (including legal expenses) made, taken or awarded against or incurred or paid by the negligence of the Seller, its employees or agents or otherwise) which arise out Buyer as a result of or in connection with with: 8.3.1 any breach of any warranty given by the supply of Supplier in relation to the Goods or the Services; 8.3.2 any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade ▇▇▇▇ or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer; 8.3.3 any act or omission (including any delay in supplying breach, negligence, failure or any failure to supply the Goods in accordance with the Contract or at alldelay) or their use or resale by the Buyer, and the entire liability of the Seller under Supplier or its employees, agents or sub-contractors in connection with the Contract shall not exceed Goods and Services or the price performance of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the SellerSupplier’s obligations under the Contract; 8.3.4 any accident caused by or involving the Supplier; and 8.3.5 any persons employed or engaged by the Supplier or its agents or sub-contractors in relation to connection with the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryContract.

Appears in 1 contract

Sources: Standard Terms and Conditions for Purchase and Hire of Goods/Services

Warranties and Liability. 8.1 Subject 9.1 Nothing in these Terms and Conditions should be construed as excluding or limiting Antenova's liability in negligence for death, personal injury or fraud or otherwise insofar as any exclusion or limitation of liability is void, prohibited or unenforceable by law. All of clause 9 should be construed as subject to this clause 9.1 9.2 If (other than due to the following provisions fault of the Seller carrier) Antenova fails to deliver the Products (whether partially or wholly) or delivers Products which are defective, damaged or not conforming with the Specifications, its liability to the Buyer in contract, tort, negligence or otherwise for any loss or damages whatsoever resulting shall be limited to refunding any monies already paid by the Buyer for the Products under this Contract. 9.3 Antenova warrants that the Goods Products provided are in conformity with the Specifications but will correspond with their description within not warrant that they are suitable or fit for any purpose. It is for the Contract Buyer to satisfy itself that the Products fit its requirements. 9.4 Antenova has no liability in contract, tort (including negligence) or otherwise for any loss of use, profits, revenue, goodwill, or savings, loss under current or future contracts, administrative costs or disaster recovery costs or for any consequential or indirect loss or damage of any nature under this Contract. 9.5 Any recommendations or advice given by Antenova as to the application or use of the Products which is not confirmed in writing shall be at the time of deliveryBuyer's own risk and without liability to Antenova. 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 9.6 All 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 liabilities and warranties of Antenova are excluded to the fullest extent permitted permissible by law. 8.4 A claim 9.7 The Buyer shall indemnify and hold harmless Antenova against all liabilities, losses, claims and expenses incurred by Antenova by reason of any breach by the Buyer which is based on any defect in the quality or condition of the Goods terms of the Contract or their failure to correspond with description shall by reason of any use of the Products (whether directly or not delivery is refused indirectly and whether in isolation or compounded with other products) by the Buyer) be notified Buyer or any person to whom 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 Products were supplied by the Buyer. 8.6 Except 9.8 Nothing in respect of death or personal injury caused by the Seller’s negligencethis Agreement should be construed as conferring rights on any third party, 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 whether under the express terms Contracts (Rights 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 Third Parties) Act 1999 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the Product License and consistent with Exhibit C. a) If the Parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product. 8.2 The above warranty b) If the Parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the Parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the Parties hereto. All expenses related to such appraisal shall be borne by the Party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor’s negligent act or omission in these Terms all warrantiesthe marketing, conditions selling or other terms implied by statute or common law are excluded to distribution of the fullest extent permitted by lawProduct. 8.4 A claim by 10.5.3 The Distributor has, and shall at all times during the Buyer which term of this Agreement and for a period of two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). The License Agreement Pentafarma Date 11-17-03 Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is based sufficient. 10.5.4 The Company represents that it will add the Distributor as a Named Insured 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 its current International Liability Insurance Policy within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Supply and Distribution Agreement (Viragen Inc)

Warranties and Liability. 8.1 Subject The Seller warrants to the following provisions the Seller warrants Buyer that the Goods will correspond with their description within be: (a) new and of best quality and be fit for the Contract purposes held out by the Seller or made known to the Seller in writing at the time the Order was placed; (b) free from defects in design, material and workmanship; (c) correspond with any relevant Specification or sample or the Special Terms; and (d) in compliance with all applicable statutory requirements and regulations relating to the sale of deliverythe Goods including but not limited to those in respect of export control laws and regulations. 8.2 The above warranty is given by the Seller subject warrants to the condition Buyer that the Seller shall Services will be under no liability under performed by appropriately qualified and trained personnel, performed with due skill, care and diligence and to such a high standard of quality as it is reasonable for the above warranty (or Buyer to expect in all the circumstances in accordance with any other warranty, condition or guarantee) if Special Terms and in compliance with all applicable statutory requirements and regulations concerning the total Charges have not been paid by performance of the due date for paymentServices and with all applicable policies of the Buyer where Services are carried out at the Delivery Address. 8.3 Subject as expressly provided in these Terms all warranties, conditions or Without prejudice to any other terms implied by statute or common law are excluded remedy available 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 Buyer, if the Goods or their failure to correspond with description shall (whether Services are not supplied 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 performed in accordance with this Contract, then the Contract. 8.5 Where a valid claim in respect of any of Buyer will be entitled: (a) to require 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 orSeller, at the Seller’s sole discretionexpense to repair or supply replacement Goods or re- perform the Services as the case may be in accordance with this Contract within seven (7) Days of notification; or (b) in addition to (a), refund to recover any expedited shipping costs incurred by the Buyer to avoid or minimise any potential or actual late delivery, as well as any shipping costs incurred by the price Buyer as a result of the Goods Seller caused rework or repair; or (c) at the Buyer’s sole option, and whether or a proportionate part of not the price), in which case Buyer has previously required the Seller shall have no further liability to repair the Buyer. 8.6 Except in respect of death Goods or personal injury caused to supply any replacement Goods or re-perform the Services, to treat this Contract as discharged by the Seller’s negligence, breach and require the repayment of the Price (or any part thereof) which has been paid by the Buyer in respect of such rejected Goods and Services. 8.4 The risk in any rejected Goods will revert to the Seller shall not be liable with effect from the date of the Buyer’s rejection notice but the title in the Goods will only revert to the Seller once the Seller has complied with its obligations under Clause 8.3. 8.5 The Seller will indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred by reason the Buyer as a result of or in connection with: (a) breach of any representation warranty given by the Seller in relation to the Goods or the Services; (unless fraudulent), b) any loss of or any implied warranty, condition or other term, or any duty at common law, or under damage to property including the express terms property of the Contract, for loss of profit Buyer and any personal injury or for any indirect, special death caused in whole or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused in part by the negligence neglect, act or omission of the Seller, its employees or agents; (c) any act or omission of the Seller or its employees, agents or otherwisesub-contractors in manufacturing, supplying, delivering and installing the Goods or carrying out the Services; and (d) which arise out any act or omission of or any of the Seller's personnel in connection with the supply performance of the Goods Services. 8.6 Nothing in this Contract will exclude or limit the liability of either party to the other party for (including any delay in supplying a) death or personal injury resulting from the negligence of that party or any failure of its respective directors, officers, employees, contractors or agents; (b) in respect of fraud, wilful acts of default or misconduct by that party or any of its respective directors, officers, employees, contractors or agents; (c) any damage to supply the Goods in accordance with the Contract or at alltangible property of a party; (d) or their use or resale by the Buyer, and the entire liability breach of the Seller under provisions set out in Clause 10; (e) pursuant to any indemnity given by a party; or in connection with the Contract shall (f) any other liability that cannot exceed the price of the Goods, except as expressly provided in these Termsbe excluded or limited by applicable law. 8.7 The Seller shall warrants that it will not be liable to solicit the Buyer or be deemed to be in breach Buyer's staff for employment during the period of fulfilment of the Contract by reason of any delay in performing, or any failure for a period one (1) year thereafter. 8.8 Subject to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following Buyer’s liability under this Contract will be limited to the Price. 8.9 This Clause 8 shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees survive termination of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryContract.

Appears in 1 contract

Sources: Purchase Agreement

Warranties and Liability. 8.1 Subject to payment in full of the following provisions the Seller Price Miroad Rubber warrants that the Goods will correspond with their description within the Contract be free from defects in material and workmanship at the time of delivery. 8.2 The above warranty is given by the Seller subject to the condition that the Seller Nothing in these Conditions shall be under no construed as limiting the parties’ liability under the above warranty (for death or any other warranty, condition or guarantee) if the total Charges have not been paid by the personal injury due date for paymentto either party’s negligence. 8.3 Subject as expressly provided in these Terms all warrantiesto clause 8.2, 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 Customer based on any the quality of or a 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) specification must be notified to the Seller Miroad Rubber in writing within 7 3 days from the date of delivery or (where the delivery. Any aesthetic defect or failure was not apparent on reasonable inspection) within will only be considered to be a reasonable time after discovery of the defect or failureif it is visible when viewed from a normal standing position. If delivery is not refused, refused and the Buyer Customer does not notify Miroad Rubber of defects in accordance with this clause 8.4 the Seller accordingly, the Buyer Customer shall not be entitled to reject the Goods and the Seller Goods. 8.5 Subject to clause 8.2, Miroad Rubber shall have no liability to the Customer for such a defect in the Goods which is apparent from inspection (including but not limited to size, colour, flashing patterns or failure, and the Buyer shall be bound to pay the Charges as texture) if the Goods had have been delivered cut processed installed or otherwise altered from the condition in accordance with the Contractwhich they were delivered. 8.5 8.6 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 Miroad Rubber in accordance with these Terms, Conditions Miroad Rubber shall be given adequate facilities for the Seller may inspection and testing of the Goods and shall be entitled to replace the Goods (in question or refund the part in question) free of charge or, at the Seller’s sole discretion, refund Price to the Buyer the price of the Goods (or a proportionate part of the price)Customer, in which case the Seller and Miroad Rubber shall have no further liability to the BuyerCustomer except as provided for in clause 8.2. 8.6 Except in respect of death or personal injury caused by the Seller’s negligence8.7 Subject to clause 8.2, the Seller Miroad Rubber shall not be liable to the Buyer by reason Customer for: a. loss of any representation (unless fraudulent)profit; b. loss of business; or c. loss of goodwill in each case whether direct or indirect, or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, claim for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether howsoever caused by the negligence of the Seller, its employees or agents or otherwise) which arise that arises 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these TermsContract. 8.7 The Seller 8.8 Miroad Rubber shall not be liable to the Buyer Customer for any failure or be deemed to be delay in breach of performing Miroad Rubber’s obligations under the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond an event of Force Majeure. 8.9 Subject to clause 8.2, Miroad Rubber’s total liability to the Seller’s reasonable control. Without limiting Customer shall not exceed the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryPrice.

Appears in 1 contract

Sources: Terms and Conditions of Sale

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the Product License and consistent with Exhibit C. a) If the parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product. 8.2 The above warranty b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor’s negligent act or omission in these Terms all warrantiesthe marketing, conditions selling or other terms implied by statute or common law are excluded to distribution of the fullest extent permitted by lawProduct. 8.4 A claim by 10.5.3 The Distributor has, and shall at all times during the Buyer which term of this Agreement and for a period of two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is based sufficient. 10.5.4 The Company represents that it will add the Distributor as a Named Insured on any defect in the quality or condition of the Goods or their failure to correspond its current International Liability Insurance Policy held with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Supply and Distribution Agreement (Viragen International Inc)

Warranties and Liability. 8.1 Subject YOUR ATTENTION IS DRAWN TO THIS CLAUSE, WHICH CONTAINS RESTRICTIONS ON THE USE OF THE GOODS AND LIMITATIONS ON THE COMPANY’S LIABILITY 10.1 The Company will not supply Goods to any person for incorporation or use in any Safety Critical Product. The Customer shall not incorporate or use the Goods in any Safety Critical Product. The Customer shall bring this clause to the following provisions attention of any person to whom it sells the Seller Goods (whether as part of any sub assembly of a Safety Critical Product or otherwise). The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising as a result of the incorporation or use of any Goods in Safety Critical Products, including any claim by a third party who suffers loss or damage as a result of such unauthorised use. 10.2 The Company warrants that the Goods will on delivery correspond with their description within any written specification for the Contract at Goods agreed by the time parties but save as expressly agreed in any Order it does not warrant that the Goods will be fit for any particular purpose. The Company shall have no liability to the extent that any defect in the Goods arises from any of delivery.the following: 8.2 i. any defect arising from any drawing, design or specification supplied by the Customer. The Customer shall indemnify the Company from and against all claims and proceedings for or on account of any infringement or alleged infringement of any third party Intellectual Property Rights as a result of the use of such drawings, designs or specifications; ii. any defect arising from fair wear and tear, willful damage, failure to follow the Company's instructions (whether oral or in writing) including as to storage installation or use; iii. any use or re-use of the Goods after the Goods have been removed from the product in which they were first incorporated; iv. use of the Goods with incompatible products; or v. alteration or repair of the Goods. The above warranty does not extend to parts or materials not manufactured by the Company, in respect of which the Customer shall only be entitled to the benefit of any such warranty or guarantee as is given by the Seller subject manufacturer or third party 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 paymentCompany. 8.3 10.3 Subject as expressly provided in these Terms this Agreement 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 10.4 Where 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 Company in accordance with these Termsconditions, the Seller may Company shall at its option be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s Company's sole discretion, refund to the Buyer Customer the price of the Goods (or a proportionate part of the price), in which case but the Seller Company shall have no further liability to the BuyerCustomer except for liability for personal injury or death or damage to property caused by the negligence of the Company its sub-contractors or agents up to the limits in clause 10.5. 8.6 10.5 Except in respect of death or personal injury caused by the Seller’s Company's negligence, the Seller Company shall not be liable to the Buyer by reason of any representation (unless fraudulent)Customer whether in tort, contract or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, otherwise for any: i. loss of profit profits loss of production or for any indirectbusiness interruption (whether direct or otherwise); or ii. special, special penal, indirect or consequential loss or damage, costs, expenses damage of any nature whatsoever whether or other claims for compensation whatsoever (whether caused by not the negligence Company has been advised of the Seller, its employees or agents or otherwise) possibility of such losses 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 at all) or their use or resale by the Buyer, and the entire Customer. 10.6 The liability of the Seller Company under or in connection with this Agreement, whether arising in contract, tort or otherwise howsoever, shall be limited as follows: i. in the Contract case of liability arising from death or injury to persons caused by the negligence of the Company or its sub- contractors and/or agents, there shall be no limit; ii. in respect of any and all other liability arising out of or in connection with or relating to this Agreement, the Company’s aggregate liability for any claims actions demands and costs and expenses in respect thereof or in relation thereto in any calendar year shall be limited in the aggregate price of the Goods supplied by the Company under this Agreement in the year in question. 10.7 The Customer shall indemnify and keep indemnified the Company against all claims actions demands and costs and expenses arising from the death or injury of any person and against all loss of or damage to any physical property caused by any default or negligence of the Customer its agents or suppliers (other than the Company) and against all actions, claims, demands and proceedings in respect thereof or in relation thereto, provided that this indemnification shall not exceed apply to the extent that the death or injury to any person or the loss of or damage to any physical property is wholly or partly attributable to any act, default, or negligence of the Company or a third-party other than the Customer’s agents or suppliers. 10.8 The parties agree that the price of the GoodsGoods has been based, except as expressly provided amongst other things on the provisions of this clause, and that the limitations on liability set out in these Terms. 8.7 The Seller shall not be liable this clause 10 are fair and reasonable with due regard to the Buyer or be deemed potential loss and damage each party is likely to be in breach suffer as a direct result of the Contract by reason of any delay in performing, or any failure other’s default and the Customer’s ability to perform, insure for any of the Sellerlosses and damages arising, and that furthermore such limits shall continue in force notwithstanding the termination of this Agreement. 10.9 If the Customer has, or may have any claim against the Company as a result of any defect in the Goods or otherwise in connection with this Agreement (whether in contract, tort or otherwise) and the Customer is also entitled to make recovery against any other person in respect of the facts or circumstances by reference to which the Customer has or may have any claim against the Company then the Customer shall promptly and diligently take such action as the Company may request (subject to being properly indemnified against the reasonable costs of taking such action) to pursue such claim in accordance with the Company’s obligations instructions. This clause shall also apply if the Company shall already have settled or paid the Customer in respect of any such claim. The Customer shall account to the Company for all sums recovered by it in relation to such claim, including costs recovered by it. 10.10 No action may be brought under this Agreement more than one year after the Goods, if date that the delay cause of action arose or failure was due to any cause beyond in the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or case of a third party); and difficulties in obtaining raw materialslatent defect, labour, fuel, parts or machinerymore than one year after the date that the defect first became apparent.

Appears in 1 contract

Sources: Conditions of Sale

Warranties and Liability. 8.1 Subject The buyer is obligated to examine each delivery immediately upon arrival. Any apparent defects (including transportation damage), incompleteness of 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 (goods or any other warrantydeviations from the order confirmation must be documented in writing immediately after arrival at the place of destination by quoting the invoice number and specifying the defect, 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 shortfall 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 variances. Any hidden defects (whether or not delivery is refused by the Buyerincluding those that arise during production) must be notified immediately after discovery, whereby it shall be assumed that hidden defects are normally recognizable within a period of sixty days after arrival, unless the buyer is able to the Seller prove that it was not reasonable to detect such defect within 7 this period. Before they can be returned, defective products must be held for a period of 14 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery notification to allow for examination by Coveris. If requested by Coveris, samples of the defect or failuredefective goods must be returned to Coveris. If delivery through negligence the buyer does not comply with this clause, the buyer is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods goods and the Seller Coveris shall have no liability for such defect defects or failure, and the Buyer shall be bound to pay the Charges as incompleteness. The buyer must immediately notify Coveris if the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect of it receives any of the Goods which is based on a defect notice from its customers concerning defects in the quality or condition of goods delivered. If the Goods or their failure buyer fails to meet description this obligation the buyer shall not have any claims against Coveris resulting from the defective goods nor shall Coveris be obligated to indemnify and hold the buyer harmless. If the goods are defective, Coveris shall have the option to either rectify the goods or exchange them with flawlessly functioning goods. The buyer is notified only entitled to the Seller in accordance with these Terms, the Seller may replace the Goods (a price reduction if such rectification or faultless substitution is impossible or unacceptable for Coveris 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 buyer. Coveris shall not be held liable for negligible deviations from the agreed upon specifications or for minor restrictions to the Buyer applicability of the goods. Nor shall Coveris be held liable for damage due directly or indirectly to instructions or specifications provided by reason the buyer, inappropriate handling, wilful damage, negligence, abnormal working conditions or modifications to the goods by the buyer. Coveris shall not be obligated to notify the buyer about the unsuitability of any representation (unless fraudulent), their instructions or any implied warranty, condition or other term, or any duty at common law, or specifications if Coveris does not have knowledge of such unsuitability. Except for liability for defective products under the express terms Consumer Protection Act or serious breaches of the Contractcontract due to gross negligence or intentional acts or omissions by Coveris, Coveris shall be not liable for loss of profit or for any indirectconsequential damages, special or consequential loss or damagecompensatory damages, costs, expenses or other expenses, financial losses, lost profit, lost interest, or third-party claims that were unforeseeable 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 at all) or their use or resale by the Buyer, and the Coveris. The entire liability of the Seller Coveris under or in connection with the Contract this Agreement shall not exceed be limited in amount to the price of the Goodsgoods that are the subject of the claim – to the extent that the latter is actually covered by Coveris’ insurance claim. The Purchaser shall be obliged to impose these limitations on liability in their entirety on its customers. Coveris warrants that at the time of delivery the goods manufactured by Coveris correspond to the agreed upon specifications and will be free from defects in material and workmanship for a period of 12 months from delivery. This 12 month period does not apply to manufactured goods that are a part of individual components or goods that are technically part of a dismantled unit or modification (e.g. print pretreatments, except as expressly provided UV stabilization, etc.). For such goods Coveris guarantees that at time of delivery the goods correspond to the agreed upon specifications and exhibit no defects in material or workmanship over a normal or a technically accepted period of up to a maximum of six months. This warranty is given in accordance with explicit conditions set out in these Terms. 8.7 general conditions of sale. The Seller limitations of liability specified in this clause shall not be liable also apply to Coveris' legal representatives, employees and agents. Section 933b of the Austrian Civil Code is waived. The buyer shall provide for normal storage and insurance covering the full resale price plus transportation and storage costs until the warranty claims are clarified to the Buyer or be deemed to be in breach satisfaction of both the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); buyer and difficulties in obtaining raw materials, labour, fuel, parts or machineryCoveris.

Appears in 1 contract

Sources: General Conditions of Sale

Warranties and Liability. 8.1 Subject The buyer is obliged to examine each delivery immediately upon arrival. Any apparent defects (including damage in transit), incom- pleteness of 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 (goods or any other warrantyvariances from the confirma- tion of the order have to be notified immediately upon arrival of the delivery at the destination in writing exclusively to Mondi and so departing from what provided by art. 1745 of Civil Code by specify- ing the defect, condition incompleteness or guaranteeother variances, and quoting the invoice or transport’s document number. Should possible damages due to transportation occur in buyer’s opinion, the same buyer shall indicate them in the documentation of transport too, being stated what provided just above. Any hidden defects (including defects surfacing during manufacturing) have to be notified imme- diately after perceptibility assuming that hidden defects are nor- mally detectable within a period of sixty days after arrival unless the buyer is able to prove that he could not have reasonably de- tected the defectiveness within that period. Upon request of Mondi specimen of the goods found faulty have to be sent back to Mondi. Any claims of the buyer because of defectiveness or incomplete- ness of the goods are excluded if the total Charges aforesaid obligations are not met. The buyer has to immediately notify Mondi about any notice of defective goods of his customers concerning the delivered goods. If the buyer fails to meet this obligation, he shall not have not been paid any claims based on the defective goods against Mondi, nor shall Mondi be obliged to indemnify him. Should an ascertained liability on the part of Mondi occur, Mondi shall have the choice to either rectify the goods or provide faultless substitution. In any case Mondi shall be liable only for and limited to the value of the goods delivered and subject to complaint. Claims because of defects shall be excluded for negligible devia- tions from the agreed specifications and/or for only minor impair- ment of the applicability. Any claims for damages of all kinds, which were caused by improper handling or change of the goods or due to incorrect advising or instructions provided by the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesbuyer shall be excluded. Particularly, conditions ▇▇▇▇▇’s complaints shall not be admissible when concerning alterations caused by light or other terms implied agents or substances even just potentially harmful or when con- cerning the consequences of improper storage of the goods. Re- ferring to that, goods shall be preserved by statute or common the buyer, unless oth- erwise requested by Mondi, in a closed location protected from bad weather under temperature between 10° Celsius and 32° Celsius and humidity between 40% and 60%, free from packing and without pallets stacked on top of each other. Besides, ▇▇▇▇▇’s complaints shall not be admissible when concerning grammage difference for each sheet of paper and/or thickness of plastic film used for products processing inside the range +/- 5%, while for so called “laminated bags” the tolerance for each combined sheet runs inside the range +/- 10%. Laminated PET bags must be used after 5 days from the production date indicated on the label pre- sent in each pallet. Mondi shall not be liable in case of slight negligence (the burden of proof for gross negligence is on the buyer), consequential damag- es, financial loss, loss of profits, interest and third party claims. The buyer is obliged to fully assign these liability limitations to his costumers. Any claims arising out of defective goods become statute-barred after expiration of 18 months upon products manufacturing. The warranties and liability of Mondi provided for in this clause are final except mandatory law are excluded provides otherwise. The liability limitations as set out in this clause shall also apply to the fullest extent permitted by law. 8.4 A claim ▇▇▇▇▇’▇ legal repre- sentatives, employees and/or other vicarious agents. Goods subject to complaint 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 kept available for Mondi inspection for 60 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery compliant, without prejudice to Buyer’s obligation to provide rigorous proof of the defect or failureits com- plaints. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall Goods subject to compliant cannot be returned to Mondi without its written approval. The material supplied by Mondi is suitable for food contact, ac- cording to Regulation EC 1935/2004 and to ▇.▇. 21/03/73 and following revisions, amendment and supplements. In case of food alert please write to ▇▇▇▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇. Mondi is 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 outsource part of the price), in which case the Seller shall have no further liability process and 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.recy- cled paper

Appears in 1 contract

Sources: General Conditions of Sale

Warranties and Liability. 8.1 Subject The buyer is obliged to examine each delivery immediately upon arrival. Any complaint because of defects (please see below; ap- parent and hidden defects) can only be made if the following provisions value of the Seller warrants that defects exceeds 0,5% of the Goods will correspond with their description within net price of the Contract at delivered products. Any apparent defects (including damage in transit), incomplete- ness of 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 (goods or any other warrantyvariances from the confirmation of the order have to be notified immediately (but maximum within 15 days) upon arrival of the delivery at the destination in writing by specifying the defect, 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 incompleteness or other terms implied by statute or common law variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have to be notified immediately after discovery. It shall be assumed that hidden defects are excluded nor- mally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably de- tected the fullest extent permitted by law. 8.4 A claim by the Buyer which is based on any defect in the quality or condition within that period. After one year of the Goods or their failure to correspond with description shall (whether or not delivery is refused by arrival of the Buyer) products no complaint can be notified to made even in case of a hidden defect. However, because of a defect arising from delamination, cold-seal and sealing properties complaint can only be made with- in half a year of the Seller within 7 arrival of the products. Defective Products must be kept available for Mondi‟s inspections for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be re- turned to Mondi early. Upon Mondi‟s request, specimens of the defect or failuregoods found faulty must be sent back to Mondi. If delivery is not refused, and the Buyer buyer does not notify the Seller accordingly, the Buyer comply with this clause negligently it shall not be entitled to reject the Goods goods and the Seller Mondi shall have no liability for such defect defects or failure, and the Buyer shall be bound to pay the Charges as incompleteness. The buyer must immediately notify Mondi if the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect of it receives any notice from any of its customers concerning defects in the Goods which is delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such recti- fication or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a defect in price reduction may be granted to the quality or condition buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the Goods goods‟ appli- cations, nor shall Mondi be liable for damages resulting directly or their failure to meet description is notified to indirectly from instructions or specifications provided by the Seller in accordance with these Termsbuyer, the Seller may replace the Goods (improper handling, willful damage, negligence, abnormal working conditions, or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price any alteration of the Goods (or a proportionate part goods by the buyer. Mondi shall not be obliged to notify the buyer of the price), in which case the Seller shall have no further liability to the Buyer. 8.6 unsuitability of its instruc- tions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by the Seller’s Mondi‟s negligence, or liability for defective products towards end consum- ers as defined in the Seller applicable Consumer Protection Law or ex- cept in respect of material breach of contract due to Mondi‟s willful misconduct or blatantly gross negligence, Mondi shall not be liable to the Buyer by reason for consequential losses, damages, costs or expenses, financial loss, loss of any representation (unless fraudulent)profits or interest, or third party claims unforeseeable to Mondi. In any implied warrantycase, 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under Mondi under, or in connection with with, the Contract contract shall not exceed the price of the Goodsde- liveries subject of the claim and, except as expressly provided if this amount is lower, of the ac- tual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of delivery and will be free from defects in material and workmanship for a period of 6 months from the production date. This warranty is given subject to the other express conditions set out in these Terms. 8.7 general conditions of sale. The Seller liability limitations as set out in this clause shall not be liable also apply to Mondi‟s legal representatives, employees and agents. Until clarification of the Buyer or be deemed warranty complaint the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Mondi. In case the claim turns out to be in breach of the Contract by reason of any delay in performing, or any failure justi- fied Mondi shall reimburse external expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 1 contract

Sources: General Conditions of Sale

Warranties and Liability. 8.1 Subject The Supplier warrants to the following provisions Buyer that: 8.1.1 throughout the Seller warrants that Warranty Period, 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; 8.1.2 throughout the Warranty Period, the Goods and Services will be free from defects in design, material and workmanship; 8.1.3 throughout the Warranty Period, the Goods and Services will correspond with their description within the Order, these Terms and any relevant Specification or sample; 8.1.4 throughout the Warranty Period, the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale, hire or supply thereof; 8.1.5 throughout the Warranty Period, all information supplied by the Supplier to the Buyer in connection with or related to the Goods and Services or otherwise pursuant or related to the Contract at shall be and remain true, accurate and complete; and 8.1.6 the time 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 deliveryquality as it is reasonable for the Buyer to expect from a competent and experienced contractor in all the circumstances. 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 Without limiting any other warrantyremedy, 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 Services are not supplied 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 performed in accordance with the Contract or at all) or their use or resale including the warranties in section 8.1 then, notwithstanding any prior acceptance thereof by the Buyer, the Buyer shall be entitled: 8.2.1 to require the Supplier to repair such Goods or to supply replacement Goods or Services in accordance with the Contract at the Supplier’s cost within 7 days of being requested to do so by the Buyer (in which case, such repaired Goods or replacement Goods or Services shall be subject to the warranties referred to in section 8.1) or the Buyer shall be entitled to return such Goods to the Supplier at the Supplier’s cost, in which case, the Supplier shall, within 7 days of receipt of such returned Goods, repay to the Buyer the Price paid by the Buyer for such Goods and the entire liability costs incurred by the Buyer in returning such Goods to the Supplier in such amount as the Buyer shall advise the Supplier; or 8.2.2 at the Buyer’s sole option, and whether or not the Buyer has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services, to treat the Contract as discharged by the Supplier’s breach and require the repayment of any part of the Seller under Price which has been paid. 8.3 The Supplier shall indemnify the Buyer in full against all claims, actions, liabilities, losses, damages, costs and expenses (including legal expenses) made, taken or awarded against or incurred or paid by the Buyer as a result of or in connection with: 8.3.1 any breach of any warranty given by the Supplier in relation to the Goods or the Services; 8.3.2 any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade ▇▇▇▇ or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer; 8.3.3 any act or omission (including any breach, negligence, failure or delay) of the Supplier or its employees, agents or sub-contractors in connection with the Contract shall not exceed Goods and Services or the price performance of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the SellerSupplier’s obligations under the Contract; 8.3.4 any accident caused by or involving the Supplier; and 8.3.5 any persons employed or engaged by the Supplier or its agents or sub-contractors in relation to connection with the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryContract.

Appears in 1 contract

Sources: Purchase and Hire Agreement

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the Product License and consistent with Exhibit C. a) If the parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product. 8.2 The above warranty b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall either party be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor's negligent act or omission in these Terms all warrantiesthe marketing, conditions selling or other terms implied by statute or common law are excluded to distribution of the fullest extent permitted by lawProduct. 8.4 A claim by 10.5.3 The Distributor asserts that the Buyer which is based Taiwanese Government allocates a fund to cover all and any risks, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). 10.5.4 The Company represents that it will add the Distributor as a Named Insured on any defect in the quality or condition of the Goods or their failure to correspond its current International Liability Insurance Policy held with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Supply and Distribution Agreement (Viragen International Inc)

Warranties and Liability. 8.1 Subject The Supplier warrants to the following provisions Buyer that: 8.1.1 throughout the Seller warrants that Warranty Period 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; 8.1.2 throughout the Warranty Period the Goods and Services will be free from defects in design, material and workmanship; 8.1.3 throughout the Warranty Period the Goods and Services will correspond with their description within the Order, these Terms and any relevant Specification or sample; 8.1.4 throughout the Warranty Period the Goods and Services will comply with all laws, standards, regulations, statutory and other legal requirements relating to the sale, hire or supply thereof; 8.1.5 throughout the Warranty Period all information supplied by the Supplier to the Buyer in connection with or related to the Goods and Services or otherwise pursuant or related to the Contract shall be and remain true, accurate and complete; and 8.1.6 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 Buyer to expect from a competent and experienced contractor in all the circumstances. 8.2 If any Goods or Services are not supplied or performed in accordance with the Contract including the warranties in section 8.1 then, notwithstanding any prior acceptance thereof by the Buyer and without limiting any other remedy and without any liability, the Buyer shall be entitled to: 8.2.1 require the Supplier to repair such Goods or to supply replacement Goods or Services in accordance with the Contract at the time Supplier’s cost within 7 days of delivery. 8.2 The above warranty is given being requested to do so by the Seller Buyer (in which case such repaired Goods or replacement Goods or Services shall be subject to the condition that the Seller shall be under no liability under the above warranty (warranties referred to in section 8.1) 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 entitled to pay the Charges as if the return such 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, Supplier at the SellerSupplier’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price)cost, in which case the Seller shall have no further liability to the Buyer. 8.6 Except in respect Supplier shall, within 7 days of death or personal injury caused by the Seller’s negligencereceipt of such returned Goods, the Seller shall not be liable repay to the Buyer the Price paid 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 Buyer for such Goods and the Contract, for loss of profit or for any indirect, special or consequential loss or damage, costs, expenses or other claims for compensation whatsoever costs incurred by the Buyer in returning such Goods to the Supplier in such amount as the Buyer shall advise the Supplier; or 8.2.2 exercise the rights described in section 6.9.1 (whether caused or not the Buyer has previously required the Supplier to repair the Goods or to supply any replacement Goods or Services). 8.3 The Supplier shall indemnify the Buyer in full against all claims, actions, liabilities, losses, damages, costs and expenses (including legal expenses) made, taken or awarded against or incurred or paid by the negligence of the Seller, its employees or agents or otherwise) which arise out Buyer as a result of or in connection with with: 8.3.1 any breach of any warranty given by the supply of Supplier in relation to the Goods or the Services; 8.3.2 any claim that the Goods or Deliverables infringe, or their importation, use or resale, infringes, the patent, copyright, design right, trade mark or other intellectual property rights of any other person, except to the extent that the claim arises from compliance with any Specification supplied by the Buyer; 8.3.3 any act or omission (including any delay in supplying breach, negligence, failure or any failure to supply the Goods in accordance with the Contract or at alldelay) or their use or resale by the Buyer, and the entire liability of the Seller under Supplier or its employees, agents or sub-contractors in connection with the Contract shall not exceed Goods and Services or the price performance of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the SellerSupplier’s obligations under the Contract; 8.3.4 any accident caused by or involving the Supplier; and 8.3.5 any persons employed or engaged by the Supplier or its agents or sub-contractors in relation to connection with the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryContract.

Appears in 1 contract

Sources: Standard Terms and Conditions

Warranties and Liability. 8.1 Subject 11.1 Mila takes reasonable steps to ensure that the goods shall be free from major defects for a period of one year following delivery (subject to fair wear and tear). Except as set out in specific product literature or catalogues, Mila does not guarantee the decorative finish of the goods. 11.2 If Mila offers a guarantee period in its sales literature in excess of one year it warrants that such goods will be free from material defects in materials and workmanship for such extended guarantee period. However, should the Buyer fail to make payment for the goods as required pursuant to these terms or should any of the events listed in Clause 14.1 happen to the following provisions Buyer, the Seller warrants that extended guarantee period shall be of no effect and the Goods will extended guarantee shall be deemed replaced by the normal warranty as provided at Clause 11.1. 11.3 Any claim by the Buyer which is based on any shortage or any defect in the quality or condition of the goods or their failure to correspond with their description specification which is visible on inspection shall (whether or not delivery is refused by the Buyer) be notified to Mila within three (3) working days from the Contract date of delivery. If delivery is not refused, and the Buyer does not notify Mila accordingly, the Buyer shall not (subject to Condition 11.4) be entitled to reject the goods and Mila shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the goods had been delivered in accordance with the contract. 11.4 Any claim relating to defects in materials or workmanship that were not visible on delivery shall only be valid if such claim is made within one year following delivery of the goods (or if longer the guarantee period stated in Mila’s brochure at the time the contract was made) and in any event within 7 days of delivery. 8.2 The above warranty is given by discovery of the Seller defect. All warranties are subject to the conditions stated in the brochure from time to time. Where fitting and aftercare instructions are provided with the goods, the Buyer shall be required to prove that these have been complied with in order to support any claim. Mila shall have no liability for any claims made following the expiry of such period. 11.5 Where any valid claim in respect of any of the goods which is based on any defect in the quality or condition that of the Seller goods or their failure to meet specification is notified to Mila in accordance with Conditions 11.3 or 11.4 above, Mila shall be entitled to repair or replace the goods (or the part in question) free of charge or, at ▇▇▇▇’s sole discretion, refund to the Buyer the price of the goods (or a proportionate part of the price), but Mila shall have no further liability to the Buyer whatsoever. 11.6 For the avoidance of doubt, the remedies set out in Condition 11.5 above represent ▇▇▇▇’s entire liability in respect of any defective goods and without limitation to the generality of the foregoing:- 11.6.1 Mila shall be under no liability under in respect of any defect in the above warranty (goods arising from any drawing, design or any other warranty, condition or guarantee) if the total Charges have not been paid specification supplied by the due date Buyer; 11.6.2 Mila shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow ▇▇▇▇’s instructions (whether oral or in writing), misuse or alteration or repair of the goods without ▇▇▇▇’s approval; and 11.6.3 in no event shall the Buyer be entitled to reject the goods on the basis of any defect or failure which is so slight that it would be unreasonable for payment.him to reject them 8.3 11.7 Subject as expressly provided in these Terms conditions, and except where the goods are sold to a person dealing as a consumer (i.e. an individual acting for purposes that are wholly or mainly outside that individual’s trade, business, craft or profession), 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 11.8 Except as expressly provided in these condition and subject to Condition 11.9, Mila shall have no liability to the Buyer which is based on any defect (whether arising under contract, tort (including negligence), breach of statutory duty or otherwise) in the quality or condition excess 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 price of the defect or failure. If delivery is not refused, goods 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 profit, loss opportunity, loss of sales or loss of goodwill, costs, expenses (in each case whether direct or indirect) or for any indirect, special or consequential loss or damage, costs, expenses damage 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 at all) goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided . 11.9 Nothing in these Termsterms and conditions shall limit or exclude ▇▇▇▇’s liability for death or personal injury, any fraud or for any other liability which it is not permitted to limit or exclude by operation of law. 8.7 11.10 The Seller shall not be liable to parties agree that in all the Buyer or be deemed to be in breach circumstances of the Contract that the limitations of liability in this Condition 11 are fair and reasonable taking into account the price payable by reason of any delay in performing, or any failure to perform, any the Buyer and the relative abilities of the Seller’s obligations in relation parties to insure against the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinerypotential losses that may arise.

Appears in 1 contract

Sources: Formation of Contract

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 not be under no liability under the above warranty (or liable for any other warranty, condition or guarantee) if the total Charges have not been paid by the due date shortage in quantity delivered nor 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 nature or condition of the Goods or their nor for the failure of the Goods to correspond comply with description the specification unless a claim in writing shall (whether or not delivery is refused have been lodged with the Seller by the BuyerPurchaser. a) be notified in the case of shortage, within three days of delivery and b) in the case of defects, within seven days of delivery. In this respect the Purchaser is obliged to check the quality, safety and all other properties of the Goods and to hold the Seller within 7 days from harmless against any claims and in the date of delivery or (where event no such claim is lodged 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 Purchaser shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer Purchaser shall be bound to pay the Charges price as if the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect . This Clause applies specifically to delivery of the goods. Please see Clause 9.6 for defects or failures that may appear within the guarantee period but after the delivery had been found to be acceptable In the event of any of the Goods which is based on a shortage defect in the quality or condition of the Goods or their failure to meet description is notified to as foresaid the Seller in accordance with these Terms, shall make good the shortage and/or at the Seller's sole discretion replace free of charge any Goods found to be defective by reason of faulty material or workmanship provided that as a condition thereof the Seller may replace require that the Goods (or the part in question) free of charge or, at concerned are returned to the Seller’s sole discretion, refund 's works carriage paid within one month of discovery of the defect. The liability of the Seller to the Buyer the price of the Goods (or a proportionate part of the price)Purchaser, in which case the Seller shall have no further liability to the Buyer. 8.6 Except except in respect of death or personal injury caused by the Seller’s negligencenegligence of the Seller (being negligence defined by Section 1 of the Unfair Contract Terms Act 1977), by reason of any representation, implied warranty or other term of any duty under common law or under any contract for any consequential loss or damage (whether for loss of profit or otherwise) costs claims and expenses or for any other loss damage or injury whatsoever which may arise from the suitability of the Goods defective material faulty workmanship or otherwise, shall in no case exceed the invoiced value of the Goods delivered from which the loss or damage arises. Any information or recommendation by the Seller in relation to the Goods is given in good faith but the Seller shall not be liable to the Buyer by reason Purchaser in respect of any representation (unless fraudulent)loss or damage arising therefrom howsoever caused. The Seller warrants that the Goods will correspond with any specification agreed between the Seller and the Purchaser and current user Manual at the date the Goods are delivered, or any implied warranty, condition or other term, or any duty at common law, or under and be free from defects in materials and workmanship for a period of 12 months from the express terms date 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 invoice relating to such goods. The Seller may agree with the negligence Purchaser to issue an additional guarantee extending the length of the Seller, guarantee and its employees scope. Any defect in or agents or otherwise) which arise out of or in connection with the supply failure of the Goods (including any delay shall be notified to the Seller in supplying writing as soon as reasonably possible after the Purchaser discovers such defect or any failure to supply the Goods in accordance with the Contract or at all) or their use or resale by the Buyer, and the entire liability but certainly within 30 days of the Seller discovery. The seller shall be under or in connection with the Contract shall not exceed no liability if the price of the goods has not been paid in full by the due date for payment. The Purchaser shall indemnify the Seller in relation to any costs reasonably incurred by it in dealing with any invalid claim by the Purchaser. Subject to the Purchaser having complied with the terms of clause 3.2 hereof and subject also to the conditions set out below the Seller will warrant that the Goods will correspond with the specification provided by the Seller in their quotation and specification provided to the Purchaser prior to the Purchaser placing the order for the Goods, except as expressly provided in these Terms.. The above warranty is given by the Seller subject to the following conditions: 8.7 9.10.1 The Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Purchaser. 9.10.2 The Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller's instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller's written approval. 9.10.3 The Seller will not be liable held responsible for consequential losses regardless of how any such costs are incurred. Any Guarantees offered do not extend to goods which are taken outside the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryUK.

Appears in 1 contract

Sources: Terms and Conditions

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the Product License and consistent with Exhibit C. a) If the Parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Distributor shall have no other remedies against the Company for defects in the Product. 8.2 The above warranty b) If the Parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the Parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the Parties hereto. All expenses related to such appraisal shall be borne by the Party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to License Agreement - Arriani Pharmaceuticals, S.A. Date: May 21, 2003 have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company. In no event shall the Company be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor’s negligent act or omission in these Terms the marketing, selling or distribution of the Product. The Company shall indemnify and hold the Distributor harmless from and against any and all warrantiesliability, conditions damage, loss, cost or other terms implied by statute expense arising out of or common law are excluded to resulting from any claims made or suits brought against the fullest extent permitted by lawCompany or the Distributor, which arise out of or result from the Company’s negligent act or omission in the production or delivery of the product. 8.4 A claim by 10.5.3 The Distributor has, and shall at all times during the Buyer which term of this Agreement and for a period of two years thereafter, have full insurance coverage for up to One Million Euros with reputable and sound insurance covering all and any risks, including any liabilities to third parties and the public (including product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is based sufficient. 10.5.4 The Company represents that it will add the Distributor as a Named Insured 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 its current International Liability Insurance Policy within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Supply and Distribution Agreement (Viragen Inc)

Warranties and Liability. 8.1 Subject 6.1. The buyer is obliged to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract examine each delivery immediately upon arrival at the time Place of delivery. 8.2 Destination. The above warranty is given by buyer shall notify Delfort of any apparent defects (including damage in transit), incompleteness of the Seller subject to the condition that the Seller shall be under no liability under the above warranty (goods or any other warrantyvariances from the confirmation of the order, condition or guarantee) if immediately upon arrival of the total Charges have not been paid delivery at the Place of Destination in writing by specifying the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesdefect, conditions incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. The buyer shall notify Delfort of any hidden defects (including defects surfacing during manufacturing) immediately after discovery, but no later than six months after delivery 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 Place of the Goods or their failure Destination. If not so notified, ▇▇▇▇▇▇▇ shall have no liability as to correspond with description shall (whether or not delivery is refused by the Buyer) such defective goods. Defective goods must be notified to the Seller within 7 kept available for Delfort’s inspection for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Delfort early. Upon ▇▇▇▇▇▇▇’s request, specimens of the defect or failuregoods found faulty must be sent back to Delfort. If delivery is not refused, and the Buyer buyer does not notify comply with the Seller accordinglyprovisions as set forth in this paragraph, the Buyer it shall not be entitled to reject the Goods goods and the Seller Delfort shall have no liability for such defect defects or failureincompleteness. 6.2. If the buyer processes the defective goods after the discovery of the defect, and it shall not have any claims against Delfort based on the Buyer defective goods, nor shall Delfort be obliged to indemnify it. 6.3. If the goods are defective, Delfort shall have the choice to either repair or replace the goods. Only if such repair or replacement is impossible or reasonably unacceptable for Delfort or for the buyer, a price reduction or refund shall be bound granted to pay the Charges buyer. The remedies as if set forth in this Section 6.3 shall be the Goods had been delivered sole remedies of the buyer in accordance with case of delivery of defective goods under the Contractcontract or applicable laws in relation to 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 6.4. Delfort shall not be liable for negligible deviations from the standard specifications or agreed specifications or for only minor impairment of the goods applications, including but not limited to process variations like missing dots in gravure printing, minor ink splashes, short blade lines, minor fiber agglomerations and short distance verge lines, nor shall Delfort be liable for damages resulting directly or indirectly from instructions or specifications provided by the Buyer buyer, improper handling, willful damage, negligence, abnormal working conditions, any alteration of the goods by reason of any representation (unless fraudulent), the buyer or any implied warranty, condition or other term, or any duty at common law, or under use by buyer in a manner which adversely affects the express terms performance 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller goods. Delfort shall not be liable obliged to notify the buyer of the unsuitability of its instructions or specifications unless Delfort is aware of such unsuitability. 6.5. Delfort warrants that goods which have been manufactured by it will correspond with the standard specifications or agreed specification, as the case may be, at the time of delivery to the Buyer Place of Destination and will be free from defects in material and workmanship for a period of six months from delivery to the Place of Destination. This warranty is given subject to the other express conditions set out in these General Terms. The buyer assumes all risk and liability arising from the conversion of the goods, including without limitation use of the goods in combination with other substances or be deemed materials. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENDED PURPOSE, PARTICULAR USE OR SUCCESSFUL PASSING OF ANY REGULATORY TESTS, COMPLIANCE WITH REGULATORY STANDARDS AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.6. Delfort shall have no liability to the buyer or any direct or indirect customer of buyer, under or arising from any product liability laws or statutory provisions regarding warranties, to the maximum extent allowed by applicable law. In case of papers and printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify Delfort in case of defects or unsuitability. The buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from Delfort being used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products. 6.7. The buyer agrees to indemnify and hold harmless Delfort from any claims by the buyer’s direct or indirect customers or any third party arising from the use of any products manufactured by the buyer or a third party which incorporate the goods. 6.8. Until resolution of a warranty claim, the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Delfort. In case the claim turns out to be in breach valid, ▇▇▇▇▇▇▇ shall reimburse such out of the Contract by reason of any delay in performing, or any failure pocket expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Warranties and Liability. 8.1 Subject 6.1. The buyer is obliged to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract examine each delivery immediately upon arrival at the time Place of delivery. 8.2 Destination. The above warranty is given by buyer shall notify Delfort of any apparent defects (including damage in transit), incompleteness of the Seller subject to the condition that the Seller shall be under no liability under the above warranty (goods or any other warrantyvariances from the confirmation of the order, condition or guarantee) if immediately upon arrival of the total Charges have not been paid delivery at the Place of Destination in writing by specifying the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesdefect, conditions incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. The buyer shall notify Delfort of any hidden defects (including defects surfacing during manufacturing) immediately after discovery, but no later than six months after delivery 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 Place of the Goods or their failure Destination. If not so notified, Delfort shall have no liability as to correspond with description shall (whether or not delivery is refused by the Buyer) such defective goods. Defective goods must be notified to the Seller within 7 kept available for Delfort’s inspection for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Delfort early. Upon ▇▇▇▇▇▇▇’s request, specimens of the defect or failuregoods found faulty must be sent back to Delfort. If delivery is not refused, and the Buyer buyer does not notify comply with the Seller accordinglyprovisions as set forth in this paragraph, the Buyer it shall not be entitled to reject the Goods goods and the Seller Delfort shall have no liability for such defect defects or failureincompleteness. 6.2. If the buyer processes the defective goods after the discovery of the defect, and it shall not have any claims against Delfort based on the Buyer defective goods, nor shall Delfort be obliged to indemnify it. 6.3. If the goods are defective, Delfort shall have the choice to either repair or replace the goods. Only if such repair or replacement is impossible or reasonably unacceptable for Delfort or for the buyer, a price reduction or refund shall be bound granted to pay the Charges buyer. The remedies as if set forth in this Section 6.3 shall be the Goods had been delivered sole remedies of the buyer in accordance with case of delivery of defective goods under the Contractcontract or applicable laws in relation to 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 6.4. Delfort shall not be liable for negligible deviations from the standard specifications or agreed specifications or for only minor impairment of the goods applications, including but not limited to process variations like missing dots in gravure printing, minor ink splashes, short blade lines, minor fiber agglomerations and short distance verge lines, nor shall Delfort be liable for damages resulting directly or indirectly from instructions or specifications provided by the Buyer buyer, improper handling, willful damage, negligence, abnormal working conditions, any alteration of the goods by reason of any representation (unless fraudulent), the buyer or any implied warranty, condition or other term, or any duty at common law, or under use by buyer in a manner which adversely affects the express terms performance 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller goods. Delfort shall not be liable obliged to notify the buyer of the unsuitability of its instructions or specifications unless Delfort is aware of such unsuitability. 6.5. Delfort warrants that goods which have been manufactured by it will correspond with the standard specifications or agreed specification, as the case may be, at the time of delivery to the Buyer Place of Destination and will be free from defects in material and workmanship for a period of six months from delivery to the Place of Destination. This warranty is given subject to the other express conditions set out in these General Terms. The buyer assumes all risk and liability arising from the conversion of the goods, including without limitation use of the goods in combination with other substances or be deemed materials. TO THE MAXIMUM EXTEND ALLOWED BY APPLICABLE LAW, THE WARRANTY ABOVE IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER WRITTEN OR ORAL, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTY WITH RESPECT TO MERCHANTABILITY, FITNESS FOR AN INTENDED PURPOSE, PARTICULAR USE OR SUCCESSFUL PASSING OF ANY REGULATORY TESTS, COMPLIANCE WITH REGULATORY STANDARDS AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. 6.6. Delfort shall have no liability to the buyer or any direct or indirect customer of buyer, under or arising from any product liability laws or statutory provisions regarding warranties, to the maximum extent allowed by applicable law. In case of papers and printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify Delfort in case of defects or unsuitability. The buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from Delfort being used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products. 6.7. The buyer agrees to indemnify and hold harmless Delfort from any claims by the buyer’s direct or indirect customers or any third party arising from the use of any products manufactured by the buyer or a third party which incorporate the goods. 6.8. Until resolution of a warranty claim, the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Delfort. In case the claim turns out to be in breach valid, ▇▇▇▇▇▇▇ shall reimburse such out of the Contract by reason of any delay in performing, or any failure pocket expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 1 contract

Sources: Terms and Conditions

Warranties and Liability. 8.1 Subject The buyer is obliged to examine each Delivery immediately upon arrival. Any apparent defects (including damage in transit), incompleteness of 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 (goods or any other warrantyvariances from the confirmation of the order have to be notified immediately upon arrival of the Delivery at the destination in writing by specifying the defect, 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 incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. Any hidden defects (including defects surfacing during manufacturing) have 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 immediately after discovery. It shall be assumed that hidden defects are normally detectable within a period of sixty days after arrival unless the buyer is able to prove that it could not have reasonably detected the Seller defect within 7 that period. Defective products must be kept available for Mondi’s inspections for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Mondi earlier. Upon ▇▇▇▇▇’▇ request, specimens of the defect or failuregoods found faulty must be sent back to Mondi. If delivery is not refused, and the Buyer buyer does not notify the Seller accordingly, the Buyer comply with this clause negligently it shall not be entitled to reject the Goods goods and the Seller Mondi shall have no liability for such defect defects or failure, and the Buyer shall be bound to pay the Charges as incompleteness. The buyer must immediately notify Mondi if the Goods had been delivered in accordance with the Contract. 8.5 Where a valid claim in respect of it receives any notice from any of its customers concerning defects in the Goods which is delivered goods. If the buyer fails to meet this obligation, it shall not have any claims against Mondi based on the defective goods, nor shall Mondi be obliged to indemnify it. If the goods are defective, Mondi shall have the choice to either rectify the goods or provide faultless substitution. Only if such rectification or faultless substitution is impossible or unacceptable for Mondi or for the buyer, a defect in price reduction may be granted to the quality or condition buyer. Mondi shall not be liable for negligible deviations from the agreed specifications and/or for only minor impairment of the Goods goods’ applications, nor shall Mondi be liable for damages resulting directly or their failure to meet description is notified to indirectly from instructions or specifications provided by the Seller in accordance with these Termsbuyer, the Seller may replace the Goods (improper handling, willful damage, negligence, abnormal working conditions, or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price any alteration of the Goods (or a proportionate part goods by the buyer. Mondi shall not be obliged to notify the buyer of the price), in which case the Seller shall have no further liability to the Buyer. 8.6 unsuitability of its instructions or specifications unless Mondi is aware of such unsuitability. Except in respect of death or personal injury caused by the Seller’s ▇▇▇▇▇’▇ negligence, or liability for defective products towards end consumers as defined in the Seller applicable Consumer Protection Law or except in respect of a breach of Contract due to Mondi’s willful misconduct or blatantly gross negligence, Mondi shall not be liable to the Buyer by reason for consequential losses or damages, costs or expenses, financial loss, loss of any representation (unless fraudulent)profits or interest, or third party claims unforeseeable to Mondi. In any implied warrantycase, 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under Mondi under, or in connection with with, the Contract shall not exceed the price of the GoodsDeliveries subject of the claim and, except as expressly provided if this amount is lower, of the actual insurance coverage of Mondi for the respective damage. The buyer is obliged to unconditionally impose these liability limitations to its customers. Mondi warrants that goods which have been manufactured by it will correspond with the agreed specification at the time of Delivery and will be free from defects in material and workmanship for a period of 12 months from Delivery. This warranty is given subject to the other express conditions set out in these Termsgeneral conditions of sale. The liability limitations as set out in this clause shall also apply to Mondi’s legal representatives, employees and agents. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: General Terms and Conditions of Sale

Warranties and Liability. 8.1 Subject 10.5.1 The Company warrants to the following provisions the Seller warrants Distributor that the Goods will correspond Product delivered hereunder shall comply with their description within the Contract specification set forth in the PL and consistent with Exhibit C. a) If the parties agree that a certain lot of the Product supplied hereunder fails to meet said specification or is otherwise defective or if such lot is recognized as defective by an independent laboratory as provided for hereafter in this section, and unless otherwise mutually agreed upon, the Distributor shall send such lot back to the Company and the Company shall replace it at its own expense, including the time freight back, with a new lot of deliverythe Product conforming with said specification. The Company shall also be held responsible for any liability the defective merchandise may cause, if and when it is proven that the liability has been derived from manufacturing defect and not from handling or storage conditions by the distributor or third parties. 8.2 The above warranty b) If the parties fail to agree that a certain lot of the Product supplied hereunder meets said specification, Distributor may request an expert appraisal by an independent laboratory, not associated with any of the parties hereto, to determine whether the Product complies with said specification. Should the Company disagree with regard to the choice of laboratory, the Company has the right to request that the laboratory is given appointed by the Seller subject International Chamber of Commerce provided that the Company informs the Distributor within two weeks after having been informed by the Distributor about its choice of laboratory, that the Company requests that the appraisal shall be carried out by a laboratory appointed by the Chamber. The report of the laboratory shall be conclusive and binding on the parties hereto. All expenses related to such appraisal shall be borne by the party, whose opinion of which has been found not to be correct. No other warranties, expressed or implied, including, without limitation, merchantability or fitness for a particular purpose, are made or will be deemed to have been made by the Company regarding the Products, except to the condition that extent expressly stated herein. Neither the Seller Distributor, nor any of its employees, agents or representatives is authorized to give any warranties or make any representations on behalf of the Company In no event shall the Company be under no liability under the above warranty (held liable for any lost profits or any other warranty, condition incidental or guarantee) if the total Charges have not been paid consequential damages in connection with any claims arising out of or related to any Products supplied by the due date for paymentCompany to the Distributor. 8.3 Subject as expressly provided 10.5.2 The Distributor shall indemnify and hold the Company harmless from and against any and all liability, damage, loss, cost or expense arising out of or resulting from any claims made or suits brought against the Company or the Distributor, which arise out of or result from the Distributor’s negligent act or omission in these Terms all warrantiesthe marketing, conditions selling or other terms implied by statute or common law are excluded to distribution of the fullest extent permitted by lawProduct. 8.4 A claim by 10.5.3 The Distributor has, and shall at all times during the Buyer which term of this Agreement and for a period of two years thereafter, have full insurance coverage with reputable and sound insurance covering all and any risks, including (without limitation) any liabilities to third parties and the public (including without limitation product liability). The Company will have the right to review the insurance policies in order to make sure the Distributor’s insurance coverage is based sufficient. 10.5.4 The Company represents that it will add the Distributor as a Named Insured on any defect in the quality or condition of the Goods or their failure to correspond its current International Liability Insurance Policy held with description shall (whether or not delivery is refused by the Buyer) be notified to the Seller MedMarc Casualty and Insurance Company under Policy Number 00FL020010 within 7 30 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery execution 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 Contractthis agreement. 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machinery.

Appears in 1 contract

Sources: Supply and Distribution Agreement (Viragen International Inc)

Warranties and Liability. 8.1 Subject 6.1. The buyer is obliged to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract examine each delivery immediately upon arrival at the time Place of delivery. 8.2 Destination. The above warranty is given by buyer shall notify Delfort of any apparent defects (including damage in transit), incompleteness of the Seller subject to the condition that the Seller shall be under no liability under the above warranty (goods or any other warrantyvariances from the confirmation of the order, condition or guarantee) if immediately upon arrival of the total Charges have not been paid delivery at the Place of Destination in writing by specifying the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesdefect, conditions incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. The buyer shall notify Delfort of any hidden defects (including defects surfacing during manufacturing) immediately after discovery, but no later than six months after delivery 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 Place of the Goods or their failure Destination. If not so notified, Delfort shall have no liability as to correspond with description shall (whether or not delivery is refused by the Buyer) such defective goods. Defective goods must be notified to the Seller within 7 kept available for Delfort’s inspection for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Delfort early. Upon ▇▇▇▇▇▇▇’s request, specimens of the defect or failuregoods found faulty must be sent back to Delfort. If delivery is not refused, and the Buyer buyer does not notify comply with the Seller accordinglyprovisions as set forth in this paragraph, the Buyer it shall not be entitled to reject the Goods goods and the Seller Delfort shall have no liability for such defect defects or failureincompleteness. 6.2. If the buyer processes the defective goods after the discovery of the defect, and it shall not have any claims against Delfort based on the Buyer defective goods, nor shall Delfort be obliged to indemnify it. 6.3. If the goods are defective, Delfort shall have the choice to either repair or replace the goods. Only if such repair or replacement is impossible or reasonably unacceptable for Delfort or for the buyer, a price reduction or refund shall be bound granted to pay the Charges buyer. The remedies as if set forth in this Section 6.3 shall be the Goods had been delivered sole remedies of the buyer in accordance with case of delivery of defective goods under the Contractcontract or applicable laws in relation to 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 6.4. Delfort shall not be liable for negligible deviations from the standard specifications or agreed specifications or for only minor impairment of the goods applications, including but not limited to process variations like missing dots in gravure printing, minor ink splashes, short blade lines, minor fiber agglomerations and short distance verge lines, nor shall Delfort be liable for damages resulting directly or indirectly from instructions or specifications provided by the Buyer buyer, improper handling, willful damage, negligence, abnormal working conditions, any alteration of the goods by reason of any representation (unless fraudulent), the buyer or any implied warranty, condition or other term, or any duty at common law, or under use by buyer in a manner which adversely affects the express terms performance 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller goods. Delfort shall not be liable obliged to notify the buyer of the unsuitability of its instructions or specifications unless Delfort is aware of such unsuitability. 6.5. Delfort warrants that goods which have been manufactured by it will correspond with the standard specifications or agreed 6.6. Delfort shall have no liability to the Buyer buyer or be deemed any direct or indirect customer of buyer, under or arising from any product liability laws or statutory provisions regarding warranties, to the maximum extent allowed by applicable law. In case of papers and printed products used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products, the buyer is obliged to check the suitability of the papers and printed products before processing and forthwith notify Delfort in case of defects or unsuitability. The buyer shall obtain all necessary permits, licenses, approvals and the like to export, import, use, market and process any papers and printed products sourced from Delfort being used as component for tobacco products, packing of food, bottling and drinking of beverage, packaging applications for organoleptically sensitive products, and packaging of pharmaceutical products. 6.7. The buyer agrees to indemnify and hold harmless Delfort from any claims by the buyer’s direct or indirect customers or any third party arising from the use of any products manufactured by the buyer or a third party which incorporate the goods. 6.8. Until resolution of a warranty claim, the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Delfort. In case the claim turns out to be in breach valid, ▇▇▇▇▇▇▇ shall reimburse such out of the Contract by reason of any delay in performing, or any failure pocket expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

Appears in 1 contract

Sources: Sales Contracts

Warranties and Liability. 8.1 Subject A. The Seller warrants to the following provisions the Seller warrants Buyer that the Goods will correspond with their description within be: (a) new and of best quality and be fit for the Contract at the time of delivery. 8.2 The above warranty is given purposes held out 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 made known to the Seller in writing at the time the Order was placed; (b) free from defects in design, material and workmanship; (c) correspond with any relevant Specification or sample or the Special Terms; and (d) in compliance with all applicable statutory requirements and regulations relating to the sale of the Goods including but notlimited to those in respect of export control lawsand regulations. B. The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel, performed with due skill, care and diligence and to such a high standard of quality as it is reasonable for the Buyer to expect in all the circumstances in accordance with these Termsany Special Terms and in compliance with all applicable statutory requirements and regulations concerning the performance of the Services and with all applicable policies of the Buyer where Services are carried out at the Delivery Address. C. Without prejudice to any other remedy available to the Buyer, the Seller may replace if the Goods or Services are not supplied or performed in accordance with this Contract, then the Buyer will be entitled: (or a) to require the part in question) free of charge orSeller, at the Seller’s sole discretionexpense to repair or supply replacement Goods or re-perform the Services as the case may be in accordance with this Contract within seven (7) Days of notification; or (b) in addition to (a), refund to recover any expedited shipping costs incurred by the Buyer to avoid or minimise any potential or actual late delivery, as well as any shipping costs incurred by the price Buyer as a result of the Goods Seller caused rework or repair; or (c) at the Buyer’s sole option, and whether or a proportionate part of not the price), in which case Buyer has previously required the Seller shall have no further liability to repair the Buyer. 8.6 Except in respect of death Goods or personal injury caused to supply any replacement Goods or re-perform the Services, to treat this Contract as discharged by the Seller’s negligence, breach and require the repayment of the Price (or any part thereof) which has been paid by the Buyer in respect of such rejected Goods and Services. D. The risk in any rejected Goods will revert to the Seller shall not be liable with effect from the dateof the Buyer’s rejection notice but the title in the Goods will only revert to the Seller once the Seller has complied with its obligations under clause 8.C. E. The Seller will indemnify the Buyer in full against all liability, loss, damages, costs and expenses (including legal expenses) awarded against or incurred by reason the Buyer as a result of or in connection with: (a) breach of any representation warranty given by the Seller in relation to the Goods or the Services; (unless fraudulent), b) any loss of or any implied warranty, condition or other term, or any duty at common law, or under damage to property including the express terms property of the Contract, for loss of profit Buyer and any personal injury or for any indirect, special death caused in whole or consequential loss or damage, costs, expenses or other claims for compensation whatsoever (whether caused in part by the negligence neglect, act or omission of the Seller, its employees or agents; (c) any act or omission of the Seller or its employees, agents or otherwisesub- contractors in manufacturing, supplying, delivering and installing the Goods or carrying out the Services; and (d) which arise out any act or omission of or any of the Seller's personnel in connection with the supply performance of the Goods Services. F. Nothing in this Contract will exclude or limit the liability of either party to the other party for (including any delay a) deathorpersonalinjuryresulting from thenegligenceof that partyoranyofits respective directors, officers, employees, contractors or agents; (b) in supplying respect of fraud, wilful acts of default or misconduct by that party or any failure of its respective directors, officers, employees, contractors or agents; (c) any damage to supply the Goods tangible property of a party; (d) breach of the provisions set out in accordance with clause 10; (e) pursuant to any indemnity given by a party; or (f) any other liability that cannot be excluded or limited by applicable law. G. The Seller warrants that it will not solicit the Buyer's staff for employment during the period of fulfilment of the Contract or at allfor a period one (1) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Termsyearthereafter. 8.7 The Seller shall not be liable H. Subject to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without limiting the foregoing, the following Buyer’s liability under this Contract will be limited to the Price. I. This clause 8 shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees survive termination of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryContract.

Appears in 1 contract

Sources: Purchase Agreement

Warranties and Liability. 8.1 Subject 6.1. The buyer is obliged to the following provisions the Seller warrants that the Goods will correspond with their description within the Contract examine each delivery immediately upon arrival at the time Place of delivery. 8.2 Destination. The above warranty is given by buyer shall notify Delfort of any apparent defects (including damage in transit), incompleteness of the Seller subject to the condition that the Seller shall be under no liability under the above warranty (goods or any other warrantyvariances from the confirmation of the order, condition or guarantee) if immediately upon arrival of the total Charges have not been paid delivery at the Place of Destination in writing by specifying the due date for payment. 8.3 Subject as expressly provided in these Terms all warrantiesdefect, conditions incompleteness or other terms implied by statute or common law are excluded variances, and quoting the invoice number. The buyer shall notify Delfort of any hidden defects (including defects surfacing during manufacturing) immediately after discovery, but no later than six months after delivery 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 Place of the Goods or their failure Destination. If not so notified, ▇▇▇▇▇▇▇ shall have no liability as to correspond with description shall (whether or not delivery is refused by the Buyer) such defective goods. Defective goods must be notified to the Seller within 7 kept available for Delfort’s inspection for 14 days from the date of delivery or (where the defect or failure was notification and must not apparent on reasonable inspection) within a reasonable time after discovery be returned to Delfort early. Upon ▇▇▇▇▇▇▇’s request, specimens of the defect or failuregoods found faulty must be sent back to Delfort. If delivery is not refused, and the Buyer buyer does not notify comply with the Seller accordinglyprovisions as set forth in this paragraph, the Buyer it shall not be entitled to reject the Goods goods and the Seller Delfort shall have no liability for such defect defects or failureincompleteness. 6.2. If the buyer processes the defective goods after the discovery of the defect, and it shall not have any claims against Delfort based on the Buyer defective goods, nor shall Delfort be obliged to indemnify it. 6.3. If the goods are defective, Delfort shall have the choice to either repair or replace the goods. Only if such repair or replacement is impossible or reasonably unacceptable for Delfort or for the buyer, a price reduction or refund shall be bound granted to pay the Charges buyer. The remedies as if set forth in this Section 6.3 shall be the Goods had been delivered sole remedies of the buyer in accordance with case of delivery of defective goods under the Contractcontract or applicable laws in relation to 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 6.4. Delfort shall not be liable to for negligible deviations from the Buyer standard specifications or agreed specifications or for only minor impairment of the goods applications, nor shall Delfort be liable for damages resulting directly or indirectly from instructions or specifications provided by reason the buyer, improper handling, willful damage, negligence, abnormal working conditions, any alteration of any representation (unless fraudulent), the goods by the buyer or any implied warranty, condition or other term, or any duty at common law, or under use by buyer in a manner which adversely affects the express terms performance 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 at all) or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Terms. 8.7 The Seller goods. Delfort shall not be liable obliged to notify the buyer of the unsuitability of its instructions or specifications unless Delfort is aware of such unsuitability. 6.5. Delfort warrants that goods which have been manufactured by it will correspond with the standard specifications or agreed specification, as the case may be, at the time of delivery to the Buyer Place of Destination and will be free from defects in material and workmanship for a period of six months from delivery to the Place of Destination. This warranty is given subject to the other express conditions set out in these General Terms. The buyer assumes all risk and liability arising from the conversion of the 6.6. Delfort shall have no liability to the buyer or be deemed any direct or indirect customer of buyer, under or arising from any product liability laws or statutory provisions regarding warranties, to the maximum extent allowed by applicable law. 6.7. The buyer agrees to indemnify and hold harmless Delfort from any claims by the buyer’s direct or indirect customers or any third party arising from the use of any products manufactured by the buyer or a third party which incorporate the goods. 6.8. Until resolution of a warranty claim, the buyer shall provide for appropriate storage and for insurance at full resale value plus transportation and warehouse expenses for its own benefit as well as for the benefit of Delfort. In case the claim turns out to be in breach valid, ▇▇▇▇▇▇▇ shall reimburse such out of the Contract by reason of any delay in performing, or any failure pocket expenses to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s a reasonable control. Without limiting the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control Act of God, explosion, flood, tempest, fire or accident; war or threat of war, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party); and difficulties in obtaining raw materials, labour, fuel, parts or machineryextent.

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Sources: General Terms and Conditions of Sale