Warranties and Remedies Clause Samples

Warranties and Remedies. 6.1 Mersen warrants that all Goods will be free from defects in design (unless such design is provided or requested by Buyer), material, and workmanship for a period of twelve (12) months from the date of delivery unless indicated otherwise in Mersen’s offer (“Warranty Period”). Notwithstanding the foregoing, Mersen’s warranty for any tools, accessories or goods, which are not manufactured by Mersen but sold by Mersen in connection with the provision of the Goods or Services hereunder, shall not exceed the terms and period of warranty granted by its suppliers or manufacturers to Mersen. Mersen warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications in accordance with generally recognized industry standards for similar services. 6.2 The warranties set forth in Section 6.1 do not apply to and Mersen makes no representations or warranty whatsoever with respect to defects caused by: (i) wear and tear, (ii) improper transportation, handling, storage, (iii) maintenance not operated as per recommendation or instructions provided by Mersen, or by skilled personal, (iv) installation by Buyer of the Goods not in compliance with instructions provided by Mersen, (v) Goods operated beyond their performance rates as per agreed specifications, or (vi) any repair or replacement of a part of the Goods by Buyer or a third party, without Mersen’s prior written authorization (“Warranty Exclusions”). 6.3 The warranties set forth in Section 6.1 apply provided that (a) Mersen is notified in writing by Buyer within thirty (30) days after discovery of defects; (b) at Mersen’s option, either Buyer returns the defective Goods to Mersen at Buyer’s expense, or provides Mersen with access to the Goods on Buyer’s site as stated in Section 6.4; and (c) Mersen’s examination of such Goods shall disclose that such defects or failures have not been caused by any of the Warranty Exclusions. 6.4 Mersen’s sole and maximum liability for breach of the warranty stated in Section 6.1 is limited to the obligation, to repair, replace or reimburse Buyer for the purchase price of any Goods or Services delivered hereunder which is found by Mersen to be defective under the terms of these warranties. The terms of these warranties shall apply to any repaired or replacement Goods or Services supplied by Mersen for the remaining term of the relevant Warranty Period. In case Mersen inspects and/or repairs the Goods on Buyer’s site, Buyer shall (i) ...

Warranties and Remedies. 15.1 Supplier warrants that the Deliverables will: (i) strictly conform to the drawings, specifications, samples (if any), and other requirements referred to in the Agreement or specified by Buyer; (ii) be of merchantable quality and suitable for the purposes intended; (iii) conform with all applicable laws and regulations; (iv) be free and clear of all liens, security interests or other encumbrances; (v) not infringe or misappropriate any third party's patent or other Intellectual Property Rights; and (vi) be free from defects in materials, design, performance, operation, and workmanship, for a period of twenty-four (24) months after being placed in service by Buyer or forty-eight (48) months from delivery to Buyer, whichever period expires earlier. 15.2 Supplier warrants that it: (i) possesses all necessary expertise, facilities, equipment, licenses and consents, personnel, and operations suitable to perform the work/services; (ii) will meet all specifications, requirements, standards, and other obligations and deadlines specified by Buyer or required by applicable law; and (iii) shall perform any consulting and any other professional services with that degree of skill, care, diligence and good judgment normally exercised by recognized professional firms performing work of the same or similar nature. 15.3 If Supplier delivers more or less than the quantity of Deliverables ordered, Buyer may reject all or any excess Deliverables or demand immediate delivery of any shortfall quantity. Any such rejected Deliverables shall be returned to Supplier at Supplier's sole risk and expense. 15.4 If the received Deliverables do not conform to the agreed warranties, Buyer may, at its option: (i) hold any rejected Deliverables for Supplier’s instructions and at Supplier’s risk and expense; (ii) return rejected Deliverables to Supplier at Supplier’s risk and expense and require their replacement or correction to the contractual level; (iii) require reperformance or correction of rejected work/services to the contractual level; or (iv) request an equitable price reduction for acceptance of the Deliverables. If Buyer requires replacement, reperformance or correction of the Deliverables, Supplier shall, at its sole risk and expense, promptly replace, reperform or correct the nonconforming or defective Deliverables and pay for all related costs, including, but not limited to, costs for the dismantling, handling and return of the defective Deliverables and the delivery and r...

Warranties and Remedies. With respect to Exhibit D, LIMITED WARRANTIES AND REMEDIES, the following additional terms shall apply: a. Except as set forth in Section 9.b. below, Nortel shall in performance of its obligations under Section 2 of Exhibit D to the Agreement, (i) ship replacement Equipment or complete the repair within thirty (30) days of Nortel's receipt of the Equipment to be replaced or repaired, and (ii) commence the correction of the applicable installation Services within thirty (30) days of receipt of notice from Buyer pursuant to Section 5 of Exhibit D to the Agreement. b. For emergency warranty service situations involving the Equipment, Nortel shall during the applicable Warranty Period use all reasonable efforts to ship replacement Equipment within twenty-four (24) hours of notification of the applicable warranty defect by Buyer pursuant to Section 5 of Exhibit D to the Agreement, provided that Buyer shall have requested such emergency service. Nortel may invoice Buyer and Buyer shall pay Nortel's surcharge for emergency warranty services. If Nortel determines that due to the particular circumstances, onsite technical assistance is necessary, Nortel shall use all reasonable efforts to dispatch emergency service personnel to the applicable Installation Site within twenty-four (24) hours of receipt of notice from Buyer as described above. c. All Products to be repaired or replaced, both within and outside of the applicable Warranty Period, shall be packed by Buyer in accordance with Nortel's then-current instructions. d. No later than ninety (90) days prior to the expiration of the Warranty Period with respect to any Initial System, Nortel shall offer to Buyer post-warranty support by means of an extended service plan or other terms, provided that neither party shall have any obligation with respect thereto except as may be agreed upon in writing by the parties.

Warranties and Remedies. 6.1 Limitation and Disclaimer of Warranties EXCEPT AS OTHERWISE SPECIFICALLY SET FORTH IN THIS ARTICLE 6. EXELON MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ON-SITE OPERATING SERVICES OR EXELON MANAGEMENT MODEL AND EXPERTISE PROVIDED UNDER THIS AGREEMENT. SPECIFICALLY, EXELON MAKES NO IMPLIED WARRANTY OF MERCHANTABILITY OR OF THE FITNESS FOR A PARTICULAR PURPOSE FOR THE ON-SITE OPERATING SERVICES, OR EXELON MANAGEMENT MODEL AND EXPERTISE PROVIDED UNDER THIS AGREEMENT. 6.2 Warranty and Remedy as to On-Site Operating Services Exelon shall perform On-Site Operating Services provided under this Agreement in a professional, diligent, timely, and thorough manner, consistent with prudent practice in the nuclear industry, applicable industry codes and standards, and all applicable regulations, orders and license conditions. If any such services performed by Exelon fail to conform to this standard, PS, at its option, shall request that Exelon either correct or reperform the deficient services at Exelon’s cost, or compensate PS for the reasonable cost incurred in connection with procuring replacement services to correct or reperform the deficient services. Subject to the provisions of Article 11, this shall be the sole remedy available to PS for deficient services, regardless of whether any claims are based upon negligence, breach of warranty, tort strict liability, and any other legal theory. 6.3 Limited Warranty as to Additional Services As to Additional Services provided to assist PS, Exelon warrants that such Additional Services will be performed by competent personnel and in accordance with prudent practice in the nuclear industry, applicable industry codes and standards and all applicable regulations, orders and license conditions. PS’s sole and exclusive remedy in the event of breach of this warranty, shall be to require Exelon to reperform the Additional Services in a manner that confirms to the warranty; provided, however, that in order to require such reperformance, PS must within one year of the completion of performance of such Additional Services provide Exelon Notice that its performance is claimed to be nonconforming.

Warranties and Remedies. 6.1 Seller/Supplier warrants that the goods and/or services to be furnished/provided in accordance with the Conditions and individual Agreements shall (a) be free and clear of all liens and encumbrances, (b) be merchantable; (c) be free from any defects in design, material or workmanship (latent or otherwise); (d) be new, not used, refurbished or re- constituted; (e) conform to Purchaser’s specifications or the sample approved by Purchaser, to any representations with respect thereto previously made by Seller/Supplier, and be fit for the use intended by Purchaser; and (f) have been produced, processed, packaged, labelled, delivered and sold in conformity with all applicable laws, regulations and orders. The foregoing warranties shall survive inspection, delivery and payment, and shall run in favor of Purchaser, its successors and assigns and its customers, whether direct or indirect. 6.2 Seller/Supplier shall determine the particular purposes for which all goods and/or services purchased by Purchaser are required and shall utilize its skill and judgment to select and furnish suitable goods/services; Seller/Supplier acknowledges that Purchaser is relying on the Seller/Supplier to do so. 6.3 If any such goods shall be found to be unsatisfactory, defective or inferior in quality, or not to conform to Purchaser’s specifications or any other requirements hereof (including the Seller/Supplier’s warranties), Purchaser may, at its option and in addition to its other remedies, hold such goods at the Seller/Supplier’s risk and expense pending the latter's specific instructions, or return them to Seller/Supplier for replacement, or refund. 6.4 Purchaser shall also have the right to cancel any unprovided portion of any Order. Purchaser shall be reimbursed by Seller/Supplier for all of its costs and expenses in connection with the storage, handling, packing and/or transporting of any such defective or otherwise nonconforming goods, and Seller/Supplier shall assume all risk of loss or damage in transit to goods returned by Purchaser pursuant to the present terms and conditions of purchase.

Warranties and Remedies. 8.1 The Supplier warrants that: (a) the Supplier is the legal and beneficial owner of the Goods and has the right to sell the Goods to the Company free from all mortgages, charges, encumbrances, liens and other third party rights and claims; (b) the delivery of the Goods and performance of the Services complies with all applicable laws, regulations and other governmental requirements; (c) the Goods are new, free from defects, of merchantable quality and fit for the purposes for which the Goods would ordinarily be used and any other purposes notified by the Company to the Supplier; (d) the Goods conform with any specifications provided by the Company and the Services comply with the Company’s specified requirements; (e) the Services are fit for the purposes for which they would ordinarily be required and any other purposes notified by the Company to the Supplier and will achieve any results specified in the Order; (f) if the Supplier is not the manufacturer, the Goods conform with the manufacturer’s specifications; (g) there are no terms, conditions or restrictions which will become binding on the Company as a result of the sale of the Goods to the Company or the use of the Goods by the Company or the resale of the Goods by the Company; and (h) all information about the Goods given to the Company by or on behalf of the Supplier is true and correct in all material respects and is not misleading in any respect. 8.2 If the Supplier breaches any Warranties or the Company rejects any Goods under clause 2.4, then at the Company's discretion and upon demand from the Company, the Supplier must (as applicable) at the Supplier's cost and expense: (a) repair or modify the Goods to the Company’s reasonable satisfaction; (b) replace the Goods; (c) re-perform part or all of the Services; and/or (d) refund any amount paid by the Company to the Supplier in relation to the Goods and/or Services. The Supplier’s obligations under this clause 8.2shall continue for at least 24 months after the Goods are first received at the Company Site.

Warranties and Remedies. Seller warrants that Products delivered ----------------------- hereunder will, in all material respects, conform to the quality specifications set forth in Section 12 of the Agreement, and that it shall deliver good and clear title to the Products. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, THE FOREGOING SHALL BE SELLER'S SOLE WARRANTY WITH RESPECT TO THE PRODUCTS SUPPLIED HEREUNDER. SELLER MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. SELLER'S SOLE LIABILITY AND BUYER'S SOLE REMEDY FOR NONCONFORMING PRODUCT, WHETHER BASED UPON NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, OR ANY OTHER THEORY OF RECOVERY, SHALL BE LIMITED TO THE REMEDIES PROVIDED IN SECTION 12 OF THE AGREEMENT. SELLER SHALL NOT, IN ANY CASE, BE LIABLE FOR (i) SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, INCLUDING CLAIMS FOR LOST PROFITS OR LOST BUSINESS OPPORTUNITIES, DOWNTIME OR CLAIMS BY BUYER'S CUSTOMERS OR (ii) DAMAGES FOR BODILY INJURY OR PROPERTY DAMAGE. ANY REPRESENTATIONS OR WARRANTIES MADE BY ANY PERSON, INCLUDING EMPLOYEES OR REPRESENTATIVES OF SELLER, WHICH ARE INCONSISTENT HEREWITH, SHALL NOT BE BINDING UPON SELLER.

Warranties and Remedies. Seller expressly warrants that all goods, equipment, supplies, materials, parts, (collectively, “Goods”), services and work covered by this Contract will conform to the specifications, drawings, samples or other description furnished or adopted by Buyer, and will be merchantable, of good design, material and workmanship, fit for the purpose intended and free from defect. Such warranties shall survive inspection, test, acceptance and payment. ▇▇▇▇▇▇ agrees to indemnify, defend and hold ▇▇▇▇▇ harmless from all claims, liability, loss, damage and expense, including attorney fees, incurred or sustained by Buyer by reason of any breach of such warranties. All Goods, services and work are subject to inspection by ▇▇▇▇▇. Buyer, regardless of when payment is made, and without prejudice arising from any prior delivery and acceptance under this Contract, in addition to its other rights, reserves the right to reject any part of the Goods, services or work which does not conform to this Contract, and receive a corresponding adjustment in the purchase price or require prompt correction or replacement thereof at Seller’s expense, including transportation charges, for both any return or new product, and labor costs. Buyer shall have the right to set-off any amount owing from Seller to Buyer against any amount payable at any time by Buyer to Seller. Seller warrants that title to all Goods shall be free and clear of all liens, claims, security interests, encumbrances, or other defects of title. Seller shall not permit or suffer any lien or encumbrance to exist on or against the Goods and materials, or portions thereof, by any person or entity claiming by, through or under Seller, its subcontractors or suppliers. If any such lien or encumbrance is filed or imposed, Seller shall immediately cause such lien to be discharged within five (5) days of its receipt of such lien notification. In the event Seller fails to achieve the foregoing, ▇▇▇▇▇ will have the right but not the obligation to pay all costs, including attorney’s fees and other administrative costs incurred, to obtain a release and discharge of such lien and Seller will be liable for such costs. Seller shall indemnify, defend and hold Buyer harmless from and against all claims arising out of such liens and/or encumbrances. The rights and remedies of Buyer and the warranties of Seller set forth in this Contract shall not be exclusive and are in addition to any other rights, remedies and warranties provided by law or ...

Warranties and Remedies. Except as otherwise set forth in Section Country Unique Terms Provider warrants as follows: