Warranties and Liability. 6.1 The Provider warrants to the Buyer that the Goods will be: (a) of sound materials and first class workmanship; (b) equal in all respects to the samples, patterns, description or specification provided or given by either party. 6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship. 6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances. 6.4 The Provider will indemnify the Buyer in full against the following: (a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to: (i) defective workmanship or unsound quality of the Goods and/or the Services supplied; (ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and (iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services. (b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business 6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably. 6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods. 6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights: (a) to terminate the Contract with immediate effect by giving written notice to the Provider; (b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make; (c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party; (d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and (e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates. 6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods: (a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense; (b) to terminate the Contract with immediate effect by giving written notice to the Provider; (c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid); (d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make; (e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and (f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6. 6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 3 contracts
Sources: Terms of Purchase, Terms of Purchase, Terms of Purchase
Warranties and Liability. 6.1 5.1 The Provider Supplier warrants to the Buyer Client that the Goods Specified Service will be:
(a) of sound materials be provided using reasonable care and first class workmanship;
(b) equal skill and, as far as reasonably possible, in all respects accordance with the Specification and at the intervals and within the times referred to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification Specification Sheet.[ Where the Provider warrants that the goods be fit for that purpose and be free from defects Supplier supplies in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, connection with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar the Specified Service any goods (including Output Material) supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Services under Client the same benefit of any warranty, guarantee or similar circumstancesindemnity given by the person supplying the goods to the Supplier.]
6.4 5.2 The Provider will indemnify Supplier shall have no liability to the Buyer in full against the following:
(a) Client for any loss, liability, damagesdamage, costs, expenses (including legal and or other professional fees and expenses on a full indemnity basis) claims for compensation arising from any Input Material or injury whatsoever and whenever arising caused to instructions supplied by the BuyerClient which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship arising from their late arrival or unsound quality non-arrival, or any other fault of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the ServicesClient.
(b) (Subject to clause 6.9) all claims 5.3 Except in respect of death or injurypersonal injury caused by the Supplier’s negligence, howsoever causedor as expressly provided in these Conditions, the Supplier shall not be liable to the Client 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 employeesContract, for any loss of profit or those any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the agent Supplier, its servants,sub-contractors or subcontractors, agents or otherwise) which arise out of the Provider, while or in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of connection with the provision of the Goods and/or Services such insurance Specified Service or their use by the Client, and the entire liability of the Supplier under or in connection with the Contract shall not exceed the amount of the Supplier’s charges for the provision of the Specified Service, except as expressly provided in these Conditions.
5.4 The Supplier shall not be liable to the Client or be deemed to be with reputable insurers acceptable in breach of the Contract by reason of any delay in performing, or any failure to the Buyer acting reasonably.
6.6 Without prejudice to any other remedyperform, if any of the Goods and/or Services are not fit for purpose, Supplier’s obligations in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards relation to the removal and re-installation of Specified Service, if the goodsdelay or failure was due to any cause beyond the Supplier’s reasonable control.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 3 contracts
Sources: Terms and Conditions, Service Agreement, Service Agreement
Warranties and Liability. 6.1 The Provider warrants to 9.1 Depending upon the Buyer following provisions the supplier warrants, that the Goods will be:
(a) of sound materials goods/services at the time they are delivered, shall match their specifications and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and shall be free from defects in design, material and workmanshipprocessing defects for a period of 12 months from the date they came into use or of 12 months after delivery, depending on which of the periods occurs first.
6.3 9.2 The Provider warrants warranty mentioned above is provided by the supplier, depending on the following conditions:
9.2.1 The supplier shall not be liable for defects arising from wear and tear, wilful damage, abnormal conditions of use, negligence with regard to the Buyer that any Services will be performed by appropriately trained instructions of the supplier (both oral and qualified personnelwritten), with due caremisuse, skill and diligencealterations, and to or repairs of the standards which would reasonably be expected from a skilled and experienced provider engaged goods without the consent of the supplier, negligence concerning proper storage of the goods, negligence in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or use and/or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or improper use of the Goods, or receipt, use or supply of the Servicesgoods.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 9.2.2 The Provider having given supplier is not liable under the above warranty (or under any other warranties or warranty conditions) if the full price for the goods or specified services was not paid by the payment due date;
9.2.3 The warranty mentioned indemnity shall accordingly maintain in force during above does not extend to parts, materials or equipment that were not produced by the term of supplier. Concerning those the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable customer is entitled to the Buyer acting reasonablyguarantee or warranty which the manufacturer has provided to the supplier and which is transferred by the supplier to the customer.
6.6 Without prejudice 9.3 The supplier guarantees to any other remedythe customer that the specified services are provided using reasonable care and skill and, if any of the Goods and/or Services are not fit for purposeas far as is reasonably possible, in accordance with the Contractquotation and at the intervals and within the period referred to in the quotation (or as otherwise agrees in writing between the parties).
9.4 Conditionally, as expressly provided for in these Terms and Conditions, and except where the goods/services are provided to a person who is acting as a customer (Belgian Trade Practices Act), all warranties, conditions or other terms mandated by statutory law or by common law, are excluded to the highest extent allowed by law. Barring the generally applicable regulations concerning public order and good faith, the Supplier is not obliged to compensate for any damages, of any sort whatsoever, direct or indirect, including economic loss to movable or immovable property, or to persons, both at the customer and at third parties.
9.5 A claim by the customer which is based on defects in the quality or condition of the goods or them not being in accordance with the specifications, must (if the delivery was or was not refused by the customer) be notified to the supplier within seven days from date of delivery. Upon such notification, the customer must, at his own expense, return such goods for examination to the supplier. If, after examination, the goods are found to be defective or not in accordance with the specifications, then the Buyer shall supplier must (in addition to the other provisions of these Terms and Conditions) refund to the customer the reasonable costs for transport. If the delivery was not refused, and the customer fails to notify the supplier, the customer is not entitled to reject the goods and the supplier is not liable for such a defect or negligence and the customer will be entitled, obliged to require pay the Provider to repair price as if the Goods or to supply replacement Goods and/or Services goods were delivered in compliance accordance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards contract.
9.6 Where a valid claim is notified to the removal and re-installation supplier regarding one of the goods.
6.7 If , based on a defect or not being in accordance with the Provider fails to deliver the Goods and/or perform the Services by the applicable datespecification, the Buyer shallsupplier may, without limiting its other rights in accordance with these Terms and Conditions, replace the goods (or remediesthe part in question), have one or more at the discretion of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice supplier, free of charge, refund to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of customer the price of the rejected Goods goods (or a proportionate part of the price), in which case the supplier shall have no further liability towards the customer.
9.7 The supplier shall have not be liable, neither under the warranties contained in 9.1 and 9.3 or otherwise, for any loss, damage, costs, expenses or other claims for compensation for damages arising from supplied materials or instructions provided by the customer, which are incomplete, incorrect, inaccurate, illegible or incoherent or in the wrong format, or arising from their late arrival or non-arrival, or from any other negligence by the customer.
9.8 It is the responsibility of the customer to at all times take care that the goods are used in the right way, maintained and repaired and always in a way that the use of the goods by the customer shall not cause any damage or loss to their location.
9.9 The supplier is not liable towards the customer (in particular, but without restricting the severity of this clause) in relation to damage or loss caused by overwhelming/extreme floods, impact damage, involvement by third parties (e.g. vandalism) for loss of profit or for indirect, special, or consequential loss or damage, costs, expenses or other claims for compensation for whatever reason (whether or not caused by negligence of the supplier, its employees or agents or otherwise) which shall arise out of or in connection with the delivery of the goods or the supply of services (including those delays in delivery or supply, or omissions in the delivery of goods pursuant to the contract or whatever), or their use by the customer and the total liability of the supplier under the contract, except as expressly provided for in these Terms and Conditions.
9.10 The supplier is not liable towards the customer or is deemed not to infringe because of delays or negligence in performance, regardless of any obligations of the supplier concerning the goods/services, if paidthe delays or negligence were due to any cause beyond the reasonable control of the supplier. Without limiting the foregoing, the following shall be considered as lying beyond the reasonable control of the supplier:
9.10.1 Acts of God, storm, fire or accident;
9.10.2 war or imminent threat of war, revolution, riots, civil strife or confiscations;
9.10.3 Laws, restrictions, regulations, internal regulations, prohibitions or measures of any kind issued by governmental, parliamentary or local authorities;
9.10.4 import and export regulations, embargoes:
9.10.5 strikes, lockouts or other industrial actions or trade disputes (with or without involvement of employees of the supplier or of third parties);
(d) to refuse to accept any subsequent delivery of 9.10.6 difficulties in obtaining the Goods which the Provider attempts to makeraw materials, labour, fuel, spare parts or machines;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss 9.10.7 power failure or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6breakdown of machinery.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 2 contracts
Sources: General Conditions, General Conditions
Warranties and Liability. 6.1 The Provider warrants 7.1 Except for those warranties set out in this Agreement, or implied by law and unable to be lawfully excluded, Urban Intelligence gives no warranties or guarantees and accepts no liability concerning the Services. Any conditions, rights, warranties or guarantees implied by law are expressly excluded to the Buyer that extent permitted by law.
7.2 Subject to clause 7.3, the Goods will beClient agrees that:
(a) Urban Intelligence provides the Product and Services as a digital tool to assist the Client in achieving its objectives and facilitate the transfer and collation of sound materials information, but Urban Intelligence does not guarantee the results obtained via use of the Product and first class workmanshipService and accordingly shall not be liable to the Client for its reliance on the outputs of the Product and Services or the use of the Product by Users;
(b) equal in all respects Urban Intelligence shall not be liable to the samples, patterns, description Client for the following types of loss whether direct or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the followingindirect:
(ai) loss of profit;
(ii) loss of goodwill;
(iii) loss of business;
(iv) loss of business opportunity;
(v) loss of anticipated saving;
(vi) loss or corruption of data or information;
(vii) any special, indirect or consequential damage or loss suffered by the other party, arising or caused in any way whatsoever, including as a result of any Force Majeure Event and whether or not foreseeable; and
(c) Urban Intelligence’s liability to the Client for all loss, liabilitydamage, damagesinjuries, costsactions, claims, costs or expenses (arising out of this Agreement and caused in any way whatsoever, including legal negligence or failure to comply with this Agreement, and other professional fees and expenses on a full indemnity basis) not otherwise excluded or injury whatsoever and whenever arising caused limited, will be limited in the aggregate to the Buyer, or for which the Buyer may be liable to third parties due lesser of an amount equal to:
(i) defective workmanship or unsound quality of the Goods and/or total Fees paid by the Services supplied;Client to Urban Intelligence; and
(ii) breachthe total Fees paid by the Client to Urban Intelligence over the previous 12 months, negligent performance or failure or delay in performance under this Agreement at the time the alleged cause of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Servicesliability arises.
(b) (Subject 7.3 The Client acknowledges and agrees that the Product is delivered to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full a fixed specification and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable it is up to the Buyer acting reasonablyClient to ensure that the specification will meet the Client’s requirements. Urban Intelligence does not warrant that the Product will be fit for any particular purpose and will have no liability for the Client’s unfulfilled expectations.
6.6 Without prejudice to any other remedy, if any 7.4 The limitations of the Goods and/or Services are Urban Intelligence’s liability under this Agreement do not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rightsapply:
(a) to terminate the Contract with immediate effect by giving written notice extent any law provides that any conditions, rights, warranties, guarantees or liabilities are unable to be excluded. Urban Intelligence’s liability under any such conditions, warranties, guarantees or liabilities is limited to, at Urban Intelligence’s option, supplying the Provider;Services again or paying the cost of having those Services supplied again; and
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its resulting from negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
7.5 The Client shall indemnify Urban Intelligence, its officer and employees from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of:
(a) any breach of this Agreement by the Client; or
(b) any willful, unlawful or negligent act or omission of the Client, its officers, employees or contractors, under or in connection with this Agreement.
Appears in 2 contracts
Sources: Software as a Service Agreement, Software as a Service Agreement
Warranties and Liability. 6.1 The Provider 5.1 Fulmarks warrants to the Buyer Client that the Goods Specified Service will be:be provided using reasonable care and skill, and as far as reasonably practical, in accordance with the Specification Sheet at the intervals and times referred to in the Specification Sheet.
(a) of sound materials and first class workmanship;
(b) equal in all respects 5.2 Fulmarks shall have no liability to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose Client for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyerexpenses, or for which other claims arising from any Input Material that is incomplete, inaccurate, incorrect, corrupted, defective or in the Buyer may wrong form; or arising from their late arrival or non-arrival through any fault of the Client.
5.3 Except in the case of death or personal injury caused by ▇▇▇▇▇▇▇▇’s negligence, or as expressly provided in these terms and conditions, Fulmarks shall not be liable to third parties due to:
the Client by reason of any representation (i) defective workmanship unless fraudulent), or unsound quality any implied warranty, condition, or other term, or any duty at common law, or under any express terms of the Goods and/or the Services supplied;
Contract, for any loss of profit or any indirect special or consequential loss, damages, costs, expenses, or other claims (ii) breach, negligent performance or failure or delay in performance of the Contract whether caused by the Providernegligence of Fulmarks, its employeesservants, agents or subcontractors; and
(iiiotherwise) actual or alleged infringement which arise out of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of with the provision of the Goods and/or Services such insurance Specified Service or their use by the Client, and the entire liability of Fulmarks under or in connection with this Contract shall not exceed the amount of Fulmarks’s charges for the Specified Service, except as expressly provided in these Terms and Conditions.
5.4 Fulmarks shall not be liable to the Client or be deemed to be with reputable insurers acceptable in breach of Contract by reason of any delay in performing, or the failure to the Buyer acting reasonably.
6.6 Without prejudice to any other remedyperform, if any of the Goods and/or Services are not fit for purposeSpecified Service, in accordance with if the Contract, then the Buyer shall be entitled, delay or failure was due to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goodsa cause beyond Fulmarks’s reasonable control.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer 5.5 The Client shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) no right to reject the Goods (in whole or in part) whether or not title has passed and set off money owed to return them Fulmarks under any other contract with Fulmarks against money owed to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6Fulmarks under this Contract.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Standard Terms & Conditions for the Supply of Cloud Support Services
Warranties and Liability. 6.1 8.1 The Provider Company warrants to the Buyer Customer that the Goods Services will be:
(a) be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Order Form or if none, the Quotation, and at the intervals and within the times referred to in Appendix A. Where the Company supplies in connection with the provision of sound materials and first class workmanship;
(b) equal in all respects the Services any goods supplied by a third party, the Company does not give any warranty, guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the samplesCustomer the benefit of any warranty, patterns, description guarantee or specification provided or indemnity given by either partythe person supplying the goods to the Company.
6.2 if 8.2 In the purpose event of any issue with the provision of Services, the Customer shall notify the Company and give the Company a reasonable opportunity to remedy any matter for which the goods are required Company is indicated liable before the Customer incurs any costs and/or expenses in remedying the Purchase Order or specification matter itself. If the Provider warrants that Customer does not do so the goods be fit for that purpose and be free from defects in design, material and workmanshipCompany shall have no liability to the Customer.
6.3 8.3 The Provider warrants Company shall have no liability to the Buyer that Customer for any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damagesdamage, costs, expenses or other claims for compensation arising from any Documents or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
8.4 Nothing in this Agreement including the Special Terms shall exclude or limit the liability of the Company for death or personal injury due to the Company’s negligence or for any liabilities which may not be excluded by law, or as expressly provided in these terms.
8.5 The Company shall not be liable to the Customer 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 Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer, and the entire liability of the Company under or in connection with the Agreement shall not exceed the annual amount of the Company’s Charges for the provision of the Services, except as expressly provided in these terms.
8.6 Notwithstanding clause 8.4, the Company shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Agreement and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Company.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control including as a result of Force Majeure.
8.8 The Customer shall indemnify the Company in full against all loss, claims, damages, injury, cost and expenses and legal and other professional fees and expenses on including, without limitation, loss of profit, loss of business, depletion of goodwill, loss of data, and business interruption, awarded against or incurred or paid by the Company as a full indemnity basis) result of or injury whatsoever and whenever arising in connection with:
8.8.1 defective materials supplied by the Customer for use by the Company in the provision of Services;
8.8.2 infringement or alleged infringement of any intellectual property rights caused by the Customer’s instructions to the Buyer, Company in relation to the provision of Services or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services suppliedany Goods;
(ii) breach8.8.3 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company’s employees or agents or by any customer or third party as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract terms of this Agreement by the ProviderCustomer, its employees, agents and contractors or subcontractors; andbreach of statutory duty;
(iii) actual 8.8.4 all acts, defaults, neglect, conduct or alleged infringement of a third party's intellectual property rights arising out misconduct of, or in connection withbreach of statutory duty by, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the Customer’s employees, or those of agents and sub-contractors whilst the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable Company is providing services to the Buyer acting reasonably.Customer; or
6.6 Without prejudice to 8.8.5 any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and renon-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services performance by the applicable dateCustomer, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentationcontractors.
Appears in 1 contract
Sources: Terms and Conditions
Warranties and Liability. 6.1 8.1 The Provider Company warrants to the Buyer Customer that the Goods Services will be:
(a) be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Order Form or if none, the Quotation, and at the intervals and within the times referred to in Appendix A. Where the Company supplies in connection with the provision of sound materials and first class workmanship;
(b) equal in all respects the Services any goods supplied by a third party, the Company does not give any warranty, guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the samplesCustomer the benefit of any warranty, patterns, description guarantee or specification provided or indemnity given by either partythe person supplying the goods to the Company.
6.2 if 8.2 In the purpose event of any issue with the provision of Services, the Customer shall notify the Company and give the Company a reasonable opportunity to remedy any matter for which the goods are required Company is indicated liable before the Customer incurs any costs and/or expenses in remedying the Purchase Order or specification matter itself. If the Provider warrants that Customer does not do so the goods be fit for that purpose and be free from defects in design, material and workmanshipCompany shall have no liability to the Customer.
6.3 8.3 The Provider warrants Company shall have no liability to the Buyer that Customer for any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damagesdamage, costs, expenses or other claims for compensation arising from any Documents or instructions supplied by the Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer.
8.4 Nothing in this Agreement including the Special Terms shall exclude or limit the liability of the Company for death or personal injury due to the Company's negligence or for any liabilities which may not be excluded by law, or as expressly provided in these terms.
8.5 The Company shall not be liable to the Customer 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 Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Company, its servants or agents or otherwise) which arise out of or in connection with the provision of the Services or their use by the Customer, and the entire liability of the Company under or in connection with the Agreement shall not exceed the annual amount of the Company’s Charges for the provision of the Services, except as expressly provided in these terms.
8.6 Notwithstanding clause 8.4, the Company shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Agreement and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Company.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control including as a result of Force Majeure.
8.8 The Customer shall indemnify the Company in full against all loss, claims, damages, injury, cost and expenses and legal and other professional fees and expenses on including, without limitation, loss of profit, loss of business, depletion of goodwill, loss of data, and business interruption, awarded against or incurred or paid by the Company as a full indemnity basis) result of or injury whatsoever and whenever arising in connection with:
8.8.1 defective materials supplied by the Customer for use by the Company in the provision of Services;
8.8.2 infringement or alleged infringement of any intellectual property rights caused by the Customer's instructions to the Buyer, Company in relation to the provision of Services or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services suppliedany Goods;
(ii) breach8.8.3 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company's employees or agents or by any customer or third party as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract terms of this Agreement by the ProviderCustomer, its employees, agents and contractors or subcontractors; andbreach of statutory duty;
(iii) actual 8.8.4 all acts, defaults, neglect, conduct or alleged infringement of a third party's intellectual property rights arising out misconduct of, or in connection withbreach of statutory duty by, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the Customer's employees, or those of agents and sub-contractors whilst the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable Company is providing services to the Buyer acting reasonably.Customer; or
6.6 Without prejudice to 8.8.5 any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and renon-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services performance by the applicable dateCustomer, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentationcontractors.
Appears in 1 contract
Sources: Service Agreement
Warranties and Liability. 6.1 The Provider 4.1 Three Motion Media warrants to the Buyer Client that the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained provided using reasonable care and qualified personnelskill and, as far as reasonably possible, in accordance with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged proposal. Where in connection with the provision of the Services Three Motion Media supplies any goods or services similar obtained from a third party, Three Motion Media does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Services under Client the same benefit of any warranty, guarantee or similar circumstancesindemnity given by the person supplying the goods to Three Motion Media.
6.4 The Provider will indemnify 4.2 Three Motion Media shall have no liability to the Buyer in full against the following:
(a) Client for any loss, liability, damagesdamage, costs, expenses (including legal and or other professional fees and expenses on a full indemnity basis) claims for compensation arising from any information, material or injury whatsoever and whenever arising caused to instructions supplied by the BuyerClient which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship arising from their late arrival or unsound quality non-arrival, or any other fault of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the ServicesClient.
(b) (Subject to clause 6.9) all claims 4.3 Except in respect of death or injury, howsoever caused, to any of the employeespersonal injury caused by Three Motion Media’s negligence, or those as expressly provided in these Terms, Three Motion Media shall not be liable to the Client by reason of the agent any representation (unless fraudulent), or subcontractorsany implied warranty, of the Provider, while in or about the Buyer’s sites, works condition or other places term, or any duty at common law, or under the express terms of business
6.5 The Provider having given this contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the above mentioned indemnity shall accordingly maintain negligence of Three Motion Media, its servants or agents or otherwise) which arise out of or in force during the term of the Contract full and comprehensive insurance as appropriate in respect of connection with the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any or supply of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods Hardware or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services their use by the applicable dateClient, and the Buyer shall, without limiting its other rights entire liability of Three Motion Media under or remedies, have one or more in connection with this contract shall not exceed the amount of Three Motion Media’s charges for the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance provision of the Services and/or delivery or supply of Hardware, except as expressly provided in these Terms.
4.4 Completion dates are estimates only and no guarantees can be given by Three Motion Media that the Goods which completion date will be achieved. Whilst Three Motion Media will make reasonable efforts to meet the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have agreed completion date, Three Motion Media shall not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages be liable for any additional costs, loss or expenses incurred by the Buyer which are delay in any way attributable failing to do so.
4.5 Three Motion Media shall not be liable to the Provider’s Client or be deemed to be in breach of this contract by reason of any failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out perform any of Three Motion Media’s obligations in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them relation to the Provider at Services or supply of Hardware, if the Providerdelay or failure was due to any cause beyond Three Motion Media’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6reasonable control.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Terms and Conditions
Warranties and Liability. 6.1 The Provider warrants 8.1 Except for those warranties set out in this Agreement, or implied by law and unable to be lawfully excluded, Delib gives no warranties or guarantees and accepts no liability concerning the Services. Any conditions, rights, warranties or guarantees implied by law are expressly excluded to the Buyer that extent permitted by law.
8.2 Subject to clause 8.3, the Goods will beClient agrees that:
(a) Delib provides the Product and Services as a digital tool to assist the Client in achieving its objectives and facilitate the transfer and collation of sound materials information, but Delib does not guarantee the results obtained via use of the Product and first class workmanshipService and accordingly shall not be liable to the Client for its reliance on the outputs of the Product and Services or the use of the Product by Users;
(b) equal in all respects Delib shall not be liable to the samples, patterns, description Client for the following types of loss whether direct or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the followingindirect:
(ai) loss of profit;
(ii) loss of goodwill;
(iii) loss of business;
(iv) loss of business opportunity;
(v) loss of anticipated saving;
(vi) loss or corruption of data or information;
(vii) any special, indirect or consequential damage or loss suffered by the other party, arising or caused in any way whatsoever, including as a result of any Force Majeure Event and whether or not foreseeable; and
(c) Delib’s liability to the Client for all loss, liabilitydamage, damagesinjuries, costsactions, claims, costs or expenses (arising out of this Agreement and caused in any way whatsoever, including legal negligence or failure to comply with this Agreement, and other professional fees and expenses on a full indemnity basis) not otherwise excluded or injury whatsoever and whenever arising caused limited, will be limited in the aggregate to the Buyer, or for which the Buyer may be liable to third parties due lesser of an amount equal to:
(i) defective workmanship or unsound quality of the Goods and/or total Fees paid by the Services supplied;Client to Delib; and
(ii) breachthe total Fees paid by the Client to Delib over the previous 12 months, negligent performance or failure or delay in performance under this Agreement at the time the alleged cause of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Servicesliability arises.
(b) (Subject 8.3 The Client acknowledges and agrees that the Product is delivered to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full a fixed specification and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable it is up to the Buyer acting reasonablyClient to ensure that the specification will meet the Client’s requirements. Delib does not warrant that the Product will be fit for any particular purpose and will have no liability for the Client’s unfulfilled expectations.
6.6 Without prejudice to any other remedy, if any 8.4 The limitations of the Goods and/or Services are Delib’s liability under this Agreement do not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rightsapply:
(a) to terminate the Contract with immediate effect by giving written notice extent any law provides that any conditions, rights, warranties, guarantees or liabilities are unable to be excluded. Delib’s liability under any such conditions, warranties, guarantees or liabilities is limited to, at Delib’s option, supplying the Provider;Services again or paying the cost of having those Services supplied again; and
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its resulting from negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
8.5 The Client shall indemnify Delib, its officer and employees from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of:
(a) any breach of this Agreement by the Client; or
(b) any wilful, unlawful or negligent act or omission of the Client, its officers, employees or contractors, under or in connection with this Agreement.
Appears in 1 contract
Sources: Software as a Service Agreement
Warranties and Liability. 6.1 The Provider (a) Each party represents and warrants to the Buyer that the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due toparty that:
(i) defective workmanship or unsound quality of the Goods and/or the Services suppliedit has full power and authority to enter into, and to perform its obligations under this Agreement;
(ii) breachit has taken all necessary action to authorise the execution, negligent performance or failure or delay in delivery and performance of the Contract by the Provider, its employees, agents or subcontractorsthis Agreement; and
(iii) actual this Agreement constitutes its legal, valid and binding obligations.
(b) The Registered User acknowledges and agrees that:
(i) except as expressly provided in this Agreement, CSIRO has not made, and does not by entering into this Agreement make, any representation or alleged infringement of a warranty, express or implied, that the Product does not infringe any third party's intellectual property rights arising out of, or in connection with, rights;
(ii) the manufacture, supply or Registered User uses the Product at its own risk and will make its own inquiries to determine that its use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to Product will not infringe any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Providerthird party's intellectual property right;
(biii) to refuse to accept any subsequent performance of CSIRO does not warrant that the Services and/or delivery of Product will meet the Goods which the Provider attempts to makeRegistered User’s requirements;
(civ) the Registered User assumes full responsibility for the overall effectiveness and efficiency of the operating environment in which the Product is to recover from function, and for adequately protecting the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third partyRegistered User’s data against loss;
(dv) where to the Buyer full extent permitted by law, CSIRO has paid not made and excludes all warranties, terms, conditions or undertakings, whether express or implied, written or oral, statutory or otherwise (including any implied warranty of merchantability or of fitness for a particular purpose) for the Product or any other matter, including, without limitation, as to suitability or safety of the Product;
(vi) to the full extent lawfully permitted CSIRO will not be liable for any special, indirect or consequential damages, loss of anticipated profits or loss of revenue, arising under or pursuant to this Agreement however caused whether in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Providertort (including negligence), to have such sums refunded by the Providercontract, statute, equity or otherwise; and
(evii) each party’s liability under this Agreement is reduced to claim damages for the extent that any additional costsdamages, liability, loss or expenses incurred by the Buyer which are in costs arises from, or is attributable to, any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights negligent or remedies, the Buyer shall have one unlawful act or more omission of the following rightsother party or its officers, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentationcontractors.
Appears in 1 contract
Sources: Sub Licence Agreement
Warranties and Liability. 6.1 The Provider NEF warrants to the Buyer Customer that the Goods ‘Specified Service’ will be:
(a) of sound materials be provided using reasonable care and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either partyskill as far as reasonably possible.
6.2 if the purpose for which the goods are required is indicated Except in the Purchase Order cases of death or specification the Provider warrants that the goods personal injury caused by ▇▇▇’s negligence, NEF shall not be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants liable to the Buyer that Customer by reason of any Services will be performed by appropriately trained and qualified personnelrepresentation (unless fraudulent or negligent) for any loss of income or profit or any indirect, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same special or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) consequential loss, liability, damages, damage costs, expenses or other claims (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising whether caused to the Buyer, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, negligence of NEF or its employees, agents or subcontractors; and
(iiiotherwise) actual or alleged infringement which arise out of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of with the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any ‘Specified Service’. The entire liability of the Goods and/or Services are not fit for purpose, NEF under or in accordance connection with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which ‘Specified Service’ shall not exceed 50% of the Provider attempts to make;
(c) to recover from fee value paid for the Provider any costs incurred said service by the Buyer Customer, except as expressly provided in obtaining substitute goods and/or these Terms and Conditions. This warranty is in lieu of all other terms, conditions and warranties, expressed or implied statutory or otherwise and any other liabilities whatsoever and howsoever arising.
6.3 NEF shall not be liable to the Customer or be deemed to be in breach of these Terms and Conditions by reason of any delay in performing, or any failure to perform, any of its obligations in relation to the Specified Service, if the delay or failure is due to any cause beyond NEF’s reasonable control, and time shall not be of the essence.
6.4 If at any time prior to or during the ‘Specified Service’ should NEF believe or propose that the service cannot be provided as intended; could be more appropriately or expeditiously delivered using the services from of any agent of NEF or third party (such as an independent Retrofit Coordinator or professional specialist), NEF will advise the Customer without delay. NEF does not give any warranty, guarantee or indemnity in that respect. In such a third party;
(d) where case, consideration will be made by NEF to the Buyer has fees already paid in advance for Services that have not been provided by the Provider and/or Goods which have Customer to NEF at that particular time, however, this does not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for guarantee that any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such datesreimbursement will be made.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Whole House Retrofit Agreement
Warranties and Liability. 6.1 3.1 The Provider Consultant warrants to the Buyer GOGLA that the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services service will be performed by appropriately trained provided using such care and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in skills as is customary for the provision of similar services similar in GOGLA’s market. The service will be provided in accordance with the specification agreed in Annex 2, and within the period agreed in Article 1.4.
3.2 The Consultant warrants that it operates according to generally accepted principles of responsible business behaviour, appropriate for the scope of its operations. GOGLA may, inter alia in view of requirements provided on it by some of its supporters and financiers regarding due diligence performed on its suppliers, ask the Consultant to demonstrate this, and Consultant will seek to provide such evidence upon request, to the Services under the same or similar circumstancesextent possible and as soon as reasonably possible.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) 3.3 Parties shall have no liability to each other for any loss, liability, damagesdamage, costs, expenses (including legal and or other professional fees and expenses on a full indemnity basis) claims for compensation arising from any material or injury whatsoever and whenever arising caused to instructions supplied by the Buyerother party which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or for which arising from their late arrival or non-arrival, or any other fault of either Party, provided the Buyer may other Party has duly notified the supplying Party within 60 days of receipt of such material or instructions.
3.4 Except in respect of death or personal injury caused by the Consultant’s negligence, the Consultant shall not be liable to third parties due to:
GOGLA for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (i) defective workmanship or unsound quality whether caused by the negligence of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the ProviderConsultant, its employees, servants or agents or subcontractors; and
(iiiotherwise) actual or alleged infringement which arise out of a third party's intellectual property rights arising out of, or in connection with, with the manufacture, supply or use provision of the Goodsservice or their use by GOGLA, and the entire liability of the Consultant under or receiptin connection with the contract shall not exceed the amount of the Consultant’s fees for the provision of the service.
3.5 The Consultant shall take out and maintain at their own expense a policy or policies insurance with reputable insurers (such policies to be consistent with Good Industry Practice, use or supply as defined in the UK’s Department for International Development (DFID) Standard Terms and Conditions for Service Contracts, found at Annex 3) in respect of public liability, employers liability and professional indemnity for the Services and in any event in an amount not less than GBP 2m for each claim together with such other insurances as are required by law to be maintained by the Consultant in relation to the provision of the Services.
(b) (Subject 3.6 The Consultant is expected to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out Department for International Development (DFID) Business Appointment Rules outlined in clause 6the Supplier Partner Code of Conduct, thenfound at Annex 3. Supply partners and their Sub-Contractors must declare to DFID any instances where it is intended that any direct or delivery chain staff members will work on DFID funded business where those staff members have any known conflict of interest or where those staff members have been employed by DFID or the Crown in the preceding two years.
3.7 The Consultant is expected to comply with all additional and relevant requirements outlined in the UK’s Department for International Development (DFID) Standard Terms and Conditions for Service Contracts, without limiting its other rights or remediesincluding the Supply Partner Code of Conduct (Supplier Compliance Level 2) at all times, found at Annex 3. The Consultant must also comply with Good Industry Practice (as defined in Annex 3) and Quality Standards (published by BSI British Standards, the Buyer shall have one or more National Standards Body of the following rightsUnited Kingdom, whether the International Organisation for Standardisation and any other reputable or not equivalent body (and their successor bodies) with which it would be Good Industry Practice to comply).
3.8 The Consultant must comply with GOGLA’s internal Anti-Terrorism, Anti-Bribery and Corruption (ABC) and Anti-Money Laundry (AML) Policies, found at Annex 4.
3.9 The Consultant should take note that DFID has accepted a central point for raising concerns, suspicions and/or allegations of aid diversion, fraud, money laundering or counter terrorism finance. Should the Goods:
(a) Consultant wish to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund report any instances of the price of the rejected Goods above, they can contact DFID’s Counter Fraud and Whistleblowing Unit at ▇▇▇▇▇@▇▇▇▇.▇▇▇.▇▇ or on +▇▇ (if paid);
(d▇) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6▇▇ ▇▇ ▇▇ ▇▇ 47.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Consultancy Agreement
Warranties and Liability. 6.1 The Provider warrants 8.1 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.2 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 specification shall be notified to the Company within 3 days from the date of delivery or within a reasonable times discovery of the defect or failure.
8.3 Where any valid claim is notified to the Company in terms of Condition 8.2 above, the Company shall be entitled to replace the Goods free of charge or at the Company's sole discretion, refund to the Buyer that the price of the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to but the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused Company shall have no further Liability to the Buyer, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims 8.4 Except in respect of death or injurypersonal injury caused by the Company's negligence, howsoever causedthe Company shall not be liable to the Buyer by reason of any representation. or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any consequential loss or damage (whether less of profit or otherwise), costs, expenses or other claims for consequential compensation whatsoever which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer except as expressly provided in these Conditions.
8.5 The Company 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 employeesCompany's obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Company's reasonable control (including prohibitions or measures of any kind in the part of any Governmental, or those of the agent local authority import or subcontractorsexport regulations or embargoes, of the Providerstrikes, while in or about the Buyer’s sites, works lock-outs or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedyindustrial action or trade disputes, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer difficulties in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Providerraw materials, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costslabour fuel, loss pans and machinery, power failure or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such datesbreakdown of machinery).
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Quality Technical Agreement
Warranties and Liability. 6.1 8.1 The Provider Company warrants to the Buyer Customer that the Goods Services will be:
(a) be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Order Form or if none, the Quotation, and at the intervals and within the times referred to in Appendix A. Where the Company supplies in connection with the provision of sound materials and first class workmanship;
(b) equal in all respects the Services any goods supplied by a third party, the Company does not give any warranty, guarantee, or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the samplesCustomer the benefit of any warranty, patterns, description guarantee or specification provided or indemnity given by either partythe person supplying the goods to the Company.
6.2 if 8.2 In the purpose event of any issue with the provision of Services, the Customer shall notify the Company and give the Company a reasonable opportunity to remedy any matter for which the goods are required Company is indicated liable before the Customer incurs any costs and/or expenses in remedying the Purchase Order or specification matter itself. If the Provider warrants that Customer does not do so the goods be fit for that purpose and be free from defects in design, material and workmanshipCompany shall have no liability to the Customer.
6.3 8.3 The Provider warrants Company shall have no liability to the Buyer that Customer for any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damagesdamage, costs, expenses or other claims for compensation arising from any Documents or instructions supplied by the
8.4 Nothing in this Agreement including the Special Terms shall exclude or limit the liability of the Company for death or personal injury due to the Company’s negligence or for any liabilities which may not be excluded by law, or as expressly provided in these terms.
8.5 The Company shall not be liable to the Customer 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 Agreement, for any loss of profit or any indirect, special or
8.6 Notwithstanding clause 8.4, the Company shall have no liability to the Customer to the extent that the Customer is covered by any policy of insurance arranged as a result of the Agreement and the Customer shall ensure that the Customer’s insurers waive any and all rights of subrogation they may have against the Company.
8.7 The Company shall not be liable to the Customer or be deemed to be in breach of the Agreement by reason of any delay in performing, or any failure to perform, any of the Company’s obligations in relation to the Services, if the delay or failure was due to any cause beyond the Company’s reasonable control including as a result of Force Majeure.
8.8 The Customer shall indemnify the Company in full against all loss, claims, damages, injury, cost and expenses and legal and other professional fees and expenses on including, without limitation, loss of profit, loss of business, depletion of goodwill, loss of data, and business interruption, awarded against or incurred or paid by the Company as a full indemnity basis) result of or injury whatsoever and whenever arising in connection with:
8.8.1 defective materials supplied by the Customer for use by the Company in the provision of Services;
8.8.2 infringement or alleged infringement of any intellectual property rights caused by the Customer’s instructions to the Buyer, Company in relation to the provision of Services or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services suppliedany Goods;
(ii) breach8.8.3 any claim made against the Company in respect of any liability, loss, damage, cost or expense sustained by the Company’s employees or agents or by any customer or third party as a consequence of a direct or indirect breach or negligent performance or failure or delay in performance of the Contract terms of this Agreement by the ProviderCustomer, its employees, agents and contractors or subcontractors; andbreach of statutory duty;
(iii) actual 8.8.4 all acts, defaults, neglect, conduct or alleged infringement of a third party's intellectual property rights arising out misconduct of, or in connection withbreach of statutory duty by, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the Customer’s employees, or those of agents and sub-contractors whilst the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable Company is providing services to the Buyer acting reasonably.Customer; or
6.6 Without prejudice to 8.8.5 any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and renon-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services performance by the applicable dateCustomer, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentationcontractors.
Appears in 1 contract
Sources: Terms and Conditions
Warranties and Liability. 6.1 The Provider warrants 8.1 All terms, conditions, warranties and representations (whether implied or made expressly) whether by EZU, its agents or representatives or otherwise (other than those express warranties set out in this Agreement) relating to the Buyer that quality and/or fitness for the purpose of the Goods will be:or any of the Goods or to their correspondence with any sample or description or to any intellectual property or third party rights in relation thereto are excluded to the fullest extent by law.
8.2 In the event where any warranty is expressly given by EZU in respect of the Goods, such warranty shall unless otherwise stated be subject to the following conditions:-
(a) Such warranty shall be of sound materials and first class workmanshipa period of 6 months commencing from the date of delivery of the Goods under Clause 5;
(b) equal EZU shall be under no liability in all respects respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow EZU’s, the samplessupplier’s or the manufacturer’s instructions (whether oral or in writing), patterns, description misuse or specification provided alteration or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality repair of the Goods and/or the Services suppliedwithout EZU’s approval;
(iic) breach, negligent performance or failure or delay in performance EZU shall be under no liability under such warranty if the total price of the Contract Goods has not been paid by the Provider, its employees, agents or subcontractorsdue date of payment; and
(iiid) actual the Customer shall upon request by EZU promptly send the Goods properly packaged and freight prepaid together with a statement detailing the Customer’s claim to EZU’s address in Hong Kong or alleged infringement of a third party's intellectual property rights arising out of, as EZU shall direct.
8.3 The Customer hereby acknowledges that the Goods may have been used by EZU or in connection with, the manufacture, supply or use any other person either as part of the Goods, rental stock or receipt, use or supply of the Servicesotherwise.
(b) (Subject to clause 6.9) all claims 8.4 Except in respect of death or injurypersonal injury caused by the EZU's negligence, howsoever caused, EZU shall not be liable to the Customer by reason of any of the employeesrepresentation (unless fraudulent), or those of the agent or subcontractorsany implied warranty, of the Provider, while in or about the Buyer’s sites, works condition or other places term, or any duty at common law, or under the express terms of business
6.5 The Provider having given this Agreement, 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 above mentioned indemnity shall accordingly maintain negligence of EZU, its agents or representatives or otherwise) which arise out of or in force during connection with the term of the Contract full and comprehensive insurance as appropriate in respect of the provision supply of the Goods and/or Services such insurance (including any delay in supplying or any failure to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of supply the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods this Agreement or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services at all) or their use or resale by the applicable dateCustomer, and the Buyer shall, without limiting its other rights or remedies, have one or more entire liability of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole EZU under or in part) whether or connection with this Agreement shall not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of exceed the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer Goods, except as expressly provided in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6this Agreement.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Sale of Equipment Agreement
Warranties and Liability. 6.1 1. The Provider Company warrants that it shall perform its obligations under this Agreement with a reasonable standard of skill and care and that, subject to Relief Events and Events of Force Majeure, it shall use reasonable endeavours to provide the Buyer Services and the Deliverables in accordance with any Milestones.
2. Except for any express warranties expressly set forth in this Agreement, the Company does not make, and hereby disclaims, any and all other express and/or implied warranties, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular purpose and any warranties arising from a course of dealing, usage, or trade practice.
3. The Company makes no warranty that the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to the samples, patterns, description or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnelor cause the Website or Application to operate uninterrupted or error-free.
4. Subject to Clause 5.5, with due care, skill and diligence, and the Company shall not be liable to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision Client for loss of services similar to the Services under the same profits, loss of business, depletion of goodwill or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information due to viruses or otherwise, or any special, indirect, consequential or pure economic loss, liabilitycosts, damages, costscharges or expenses in respect of any breach of the Agreement ,any use made by the Client of the Services, expenses the Deliverables or any part of them or any representation, statement or tortious act or omission (including legal and other professional fees and expenses on a full indemnity basisnegligence) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, under or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Serviceswith this Agreement.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 5. Nothing in these Conditions shall limit or exclude conditions excludes the Buyer’s liability of the Company for death or personal injury cause caused by its negligence or the negligence of its employees, agents or sub-contractors or arising out of for fraud or fraudulent misrepresentation and neither Party shall be entitled to any remedy for either any negligent or innocent misrepresentation except to the extent (if any) that a court or arbitrator may allow reliance on the same as being fair and reasonable.
6. Subject to Clause 5.5, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to £1 million.
7. The Parties agree that the limitations on liability contained in this Clause 5 have been subject to commercial negotiation and are reasonable in all the circumstances. The Client agrees that it is in a better position to foresee and evaluate any loss it may suffer in connection with any Services and that the Charges have been calculated on the basis of the limitations and exclusions in this Clause 5 and that the Client will effect insurance as is suitable having regard to its particular circumstances and the terms of this Clause 5.
Appears in 1 contract
Sources: Services Agreements
Warranties and Liability. 6.1 The Provider warrants 7.1 Except for those warranties set out in this Agreement, or implied by law and unable to be lawfully excluded, Delib gives no warranties or guarantees and accepts no liability concerning the Services. Any conditions, rights, warranties or guarantees implied by law are expressly excluded to the Buyer that extent permitted by law.
7.2 Subject to clause 7.3 the Goods will beClient agrees that:
(a) Delib provides the Product and Services as a digital tool to assist the Client in achieving its objectives and facilitate the transfer and collation of sound materials information, but Delib does not guarantee the results obtained via use of the Product and first class workmanshipService and accordingly shall not be liable to the Client for its reliance on the outputs of the Product and Services or the use of the Product by Users;
(b) equal in all respects Delib shall not be liable to the samples, patterns, description Client for the following types of loss whether direct or specification provided or given by either party.
6.2 if the purpose for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the followingindirect:
(ai) loss of profit;
(ii) loss of goodwill;
(iii) loss of business;
(iv) loss of business opportunity;
(v) loss of anticipated saving;
(vi) loss or corruption of data or information;
(vii) any special, indirect or consequential damage or loss suffered by the other party, arising or caused in any way whatsoever, including as a result of any Force Majeure Event and whether or not foreseeable; and
(c) Delib’s liability to the Client for all loss, liabilitydamage, damagesinjuries, costsactions, claims, costs or expenses (arising out of this Agreement and caused in any way whatsoever, including legal negligence or failure to comply with this Agreement, and other professional fees and expenses on a full indemnity basis) not otherwise excluded or injury whatsoever and whenever arising caused limited, will be limited in the aggregate to the Buyer, or for which the Buyer may be liable to third parties due lesser of an amount equal to:
(i) defective workmanship or unsound quality of the Goods and/or total Fees paid by the Services supplied;Client to Delib; and
(ii) breachthe total Fees paid by the Client to Delib over the previous 12 months, negligent performance or failure or delay in performance under this Agreement at the time the alleged cause of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Servicesliability arises.
(b) (Subject 7.3 The Client acknowledges and agrees that the Product is delivered to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full a fixed specification and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable it is up to the Buyer acting reasonablyClient to ensure that the specification will meet the Client’s requirements. Delib does not warrant that the Product will be fit for any particular purpose and will have no liability for the Client’s unfulfilled expectations.
6.6 Without prejudice to any other remedy, if any 7.4 The limitations of the Goods and/or Services are Delib’s liability under this Agreement do not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rightsapply:
(a) to terminate the Contract with immediate effect by giving written notice extent any law provides that any conditions, rights, warranties, guarantees or liabilities are unable to be excluded. Delib’s liability under any such conditions, warranties, guarantees or liabilities is limited to, at Delib’s option, supplying the Provider;Services again or paying the cost of having those Services supplied again; and
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its resulting from negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
7.5 The Client shall indemnify Delib, its officer and employees from and against all loss, damage, injuries, penalties, actions, claims, costs or expenses (including all reasonable settlements and legal costs) that may be brought against those indemnified or which those indemnified may suffer or incur arising directly or indirectly out of:
(a) any breach of this Agreement by the Client; or
(b) any wilful, unlawful or negligent act or omission of the Client, its officers, employees or contractors, under or in connection with this Agreement.
Appears in 1 contract
Sources: Software as a Service Agreement
Warranties and Liability. 6.1 The Provider warrants to a. To the Buyer extent that delivery times are agreed between Northwood and the Goods will be:
(a) of sound materials and first class workmanship;
(b) equal in all respects to the samplesCustomer, patterns, description or specification provided or given by either party.
6.2 if the purpose times for which the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanship.
6.3 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may be liable to third parties due to:
(i) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
(b) (Subject to clause 6.9) all claims in respect of death or injury, howsoever caused, to any of the employees, or those of the agent or subcontractors, of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 The Provider having given the above mentioned indemnity shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer against any costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered Supplier are estimates only and whilst the Supplier shall use its reasonable endeavours to comply with orders for dispensers and product (pouches)s placed by the ProviderCustomer no warranty, representation or guarantee is given that delivery times will be met, however it is incumbent of the Supplier to have such sums refunded by keep the Provider; and
(e) to claim damages for customer informed of any additional costs, loss delays or expenses incurred by the Buyer which are in any way attributable to the Provider’s failure to meet such datesvariations accordingly.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6.
6.9 b. Nothing in these Conditions this Agreement shall limit or exclude the Buyereither party’s liability for for:
i. death or personal injury cause caused by its negligence negligence, or the negligence of its employees, agents or sub-contractors or arising out of subcontractors (as applicable);
ii. fraud or fraudulent misrepresentation; or
iii. breach of the terms implied by section 12 of the Sale of Goods ▇▇▇ ▇▇▇▇; or
iv. any matter in respect of which it would be unlawful to exclude or restrict liability.
c. The Supplier shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any:
i. loss of profit;
ii. loss of business;
iii. loss of revenue; or
iv. any indirect or consequential loss arising under or in this Agreement, in each case, howsoever arising and regardless of whether the Supplier was informed of the loss or liability in advance.
d. The Supplier’s total liability to the Customer in respect of all other losses arising under this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall not exceed the total price of the dispensers ordered by the Customer in respect of which the claim relates (such price to be determined by reference to the prices quoted or displayed on the Suppliers website at the time the claim arises).
Appears in 1 contract
Sources: Loan Agreement
Warranties and Liability. 6.1 The Provider 16.1 Subject as herein provided the Owner warrants to the Buyer Distributor that:
16.1.1 it owns all the Intellectual Property and all other proprietary rights in the Products and that the Goods will be:
(a) of sound materials Owner has full right and first class workmanship;
(b) equal in all respects authority to grant the rights given to the samplesDistributor under the terms of this Agreement; and
16.1.2 the Trade Marks of which registration particulars are given in Schedule 3 are registered in the name of the Owner and that it has disclosed to the Distributor all trade marks and trade names used by the Owner in relation to the Products at the date of this Agreement; and
16.1.3 there are no third party rights in the Territory which would or might render the sale of the Products, patternsor the use of any of the Trade Marks on or in relation to the Products, description unlawful.
16.2 The Owner shall indemnify the Distributor against any and all losses or specification provided costs incurred by the Distributor in the event of any breach of the Owner's warranty in Clause 16.1.1 or any other warranty given by either partythe Owner in this Agreement.
6.2 if 16.3 The Owner shall indemnify the purpose Distributor against product liability, claims for which loss or damage to property or injury or death to persons arising from or caused by any manufacturing defect in any of the goods are required is indicated in the Purchase Order or specification the Provider warrants that the goods be fit for that purpose and be free from defects in design, material and workmanshipProducts.
6.3 16.4 The Provider warrants to the Buyer that any Services will be performed by appropriately trained and qualified personnel, with due care, skill and diligence, and to the standards which would reasonably be expected from a skilled and experienced provider engaged in the provision of services similar to the Services under the same or similar circumstances.
6.4 The Provider will indemnify the Buyer in full against the following:
(a) loss, liability, damages, costs, expenses (including legal and other professional fees and expenses on a full indemnity basis) or injury whatsoever and whenever arising caused to the Buyer, or for which the Buyer may Owner shall be liable to third parties due to:
the Distributor by reason of any representation or implied warranty, condition or other term or any duty at common law, or under the express terms of this Agreement, for any foreseeable consequential loss or damage (iwhether for loss of profit or economic loss) defective workmanship or unsound quality of the Goods and/or the Services supplied;
(ii) breach, negligent performance or failure or delay in performance of the Contract by the Provider, its employees, agents or subcontractors; and
(iii) actual or alleged infringement of a third party's intellectual property rights arising out of, of or in connection with, the manufacture, supply with any act or use omission of the Goods, or receipt, use Owner relating to the manufacture or supply of the ServicesProducts.
(b) (Subject to clause 6.9) all claims 16.5 The Owner shall, at its own expense, defend any suit brought against the Distributor in respect of death or injury, howsoever caused, to so far as based upon a claim that any of the employeesProducts in the form as supplied by the Owner hereunder directly infringes any Intellectual Property of any other person and shall indemnify the Distributor against any final award of damages and costs in such suit. This indemnity is conditional upon the Distributor giving the Owner notice in writing as soon as possible of any suit for infringement, full authority at the Owner's option to settle or those conduct the defence thereof and such reasonable assistance at the cost of the agent Owner in the said defence. In the event that the Products supplied hereunder by the Owner in the form as specified above are in such suit held to constitute infringement and their use is prohibited, the Owner shall, at its own expense either procure for the Distributor the right to continue their use or shall replace within a reasonable time period the infringing products by non-infringing Products and such replacement Products shall comply with any conditions issued by any Approval Authority at that time. In the event that the Owner is unable, after using its best endeavours to do so, to procure such right or replace such Products as aforesaid, the Owner shall against return of such Products grant the Distributor a credit or refund for the price paid by him thereof (at the sole discretion of the Distributor) for the Invoice value.
16.7 The Distributor shall take all reasonable measures to ensure that its contractors, subcontractors, agents, assigns, dealers, representatives or any other third party appointed by the Distributor ("Resellers") properly and diligently carry out their responsibilities (such measures to include but not be limited to Reseller agreements which contain back to back provisions relating to the terms of this Agreement) and the Distributor shall cooperate in any reasonable action which the Owner might wish to take against such Resellers for any breach of such agreements. Neither the Owner nor the Distributor shall be responsible for any acts or omissions of the Provider, while in or about the Buyer’s sites, works or other places of business
6.5 Resellers. The Provider having given the above mentioned indemnity Distributor shall accordingly maintain in force during the term of the Contract full and comprehensive insurance as appropriate in respect of the provision of the Goods and/or Services such insurance to be with reputable insurers acceptable to the Buyer acting reasonably.
6.6 Without prejudice to any other remedy, if any of the Goods and/or Services are not fit for purpose, in accordance with the Contract, then the Buyer shall be entitled, to require the Provider to repair the Goods or to supply replacement Goods and/or Services in compliance with the Contract within 30 days and if applicable, indemnify the Buyer Owner against any foreseeable costs incurred with regards to the removal and re-installation of the goods.
6.7 If the Provider fails to deliver the Goods and/or perform the Services by the applicable date, the Buyer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) to terminate the Contract with immediate effect by giving written notice to the Provider;
(b) to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Provider attempts to make;
(c) to recover from the Provider any costs incurred by the Buyer in obtaining substitute goods and/or services from a third party;
(d) where the Buyer has paid in advance for Services that have not been provided by the Provider and/or Goods which have not been delivered by the Provider, to have such sums refunded by the Provider; and
(e) to claim damages for any additional costs, loss or expenses incurred by the Buyer which are in Owner as a direct result of any way attributable to breach by the Provider’s failure to meet such dates.
6.8 If the Provider has delivered Goods that do not comply with the warranties set out in clause 6, then, without limiting its other rights or remedies, the Buyer shall have one or more Distributor of the following rights, whether or not it has accepted the Goods:
(a) to reject the Goods (in whole or in part) whether or not title has passed and to return them to the Provider at the Provider’s own risk and expense;
(b) to terminate the Contract with immediate effect by giving written notice to the Provider;
(c) to require the Provider to repair or replace the rejected Goods, or to provide a full refund terms of the price of the rejected Goods (if paid);
(d) to refuse to accept any subsequent delivery of the Goods which the Provider attempts to make;
(e) to recover from the Provider any expenditure incurred by the Buyer in obtaining substitute goods from a third party; and
(f) claim damages for any additional costs, loss or expenses incurred by the Buyer arising from the Provider’s failure to supply Goods in accordance with clause 6this Agreement.
6.9 Nothing in these Conditions shall limit or exclude the Buyer’s liability for death or personal injury cause by its negligence or the negligence of its employees, agents or sub-contractors or arising out of fraud or fraudulent misrepresentation.
Appears in 1 contract
Sources: Exclusive Distributor Agreement (Alcohol Sensors International LTD)