WARRANTIES & REPRESENTATIONS Sample Clauses
The Warranties & Representations clause sets out the specific assurances and factual statements that each party makes to the other regarding the subject matter of the agreement. In practice, this clause may require a seller to confirm ownership of goods or a service provider to guarantee compliance with applicable laws and standards. Its core function is to allocate risk and establish a basis for legal recourse if any statements prove false, thereby promoting trust and transparency between the parties.
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WARRANTIES & REPRESENTATIONS. 2.1 Supplier acknowledges that NPML is at all times relying on Supplier’s expertise, knowledge and skill. To that extent, Supplier represents and warrants to NPML that the quantity, quality and description of the Goods (including without limitation all components, raw materials and related work) shall, subject as provided in these terms and conditions, be as specified in NPML’s Purchase Order and/or in any applicable agreement, specification or drawing supplied by NPML to Supplier or agreed in writing (“Specification”).
2.2 The Supplier shall ensure that:
(a) the Goods shall comply with and be performed in accordance with all relevant laws, regulations and industry standards, including as to environmental matters and good engineering practices, and when work is performed at NPML’s site, NPML’s health and safety rules and regulations.
(b) the Goods supplied shall be new and shall not have been used previously and shall be free from defects in design, material and workmanship, and must be of merchantable quality, and fit for any purpose as specified in NPML’s Purchase Order or by implication made known to Supplier at the time the Purchase Order is placed (the “Purpose”).
(c) it shall convey to NPML good title (free and clear from all encumbrances, claims and other defects in title) to all Goods delivered to NPML or to which NPML is entitled to.
(d) the Goods, the process of their manufacture and the use of the Goods for the Purpose and any purpose for which they are customarily intended under this sale will not infringe any patent claims or other intellectual property rights of a third party.
(e) all documents, including invoices, and all information submitted by it in support of any costs shall constitute a true, accurate and complete description of the Goods, activities and transactions to which they pertain,
(f) all samples provided to NPML by Supplier shall be free from defects in design, material and workmanship, and no Goods delivered hereunder shall be of a lesser quality or standard than the corresponding samples or previous supplies received by NPML from Supplier without NPML’s prior written approval.
(g) all work and services performed in connection with or related to NPML’s Purchase Order and/or the Goods shall be performed by appropriately qualified and trained personnel, with due care, skill and diligence and to such high standard of quality as is reasonable and all equipment and tools provided will at all times be maintained in first class cond...
WARRANTIES & REPRESENTATIONS. In addition to the incorporated Framework Agreement clause 4.1, the Supplier warrants and represents to the Buyer that [enter any additional warranties and representations]. [Delete if not relevant.] Supplemental requirements in addition to the Call-Off terms: Within the scope of the Call-Off Contract, the Supplier will [enter text]. [Delete if not relevant.] Alternative clauses: These Alternative Clauses, which have been selected from Schedule 4, will apply: [enter Alternative clauses]. [Delete if not relevant.] Buyer specific amendments to/refinements of the Call-Off Contract terms: Within the scope of the Call-Off Contract, the Supplier will [enter text]. [Delete if not relevant.] Public Services Network (PSN): The Public Services Network (PSN) is the Government’s secure network. If the G-Cloud Services are to be delivered over PSN this should be detailed here: [enter text]. [Delete if not relevant.] Personal Data and Data Subjects: Will Schedule 7 – Processing, Personal Data and Data Subjects be used Y/N [Delete as appropriate]
WARRANTIES & REPRESENTATIONS. 7 11. Taxes...................................................9 12. Assignment.............................................10 13. Duty to Cooperate and Approvals........................11 14.
WARRANTIES & REPRESENTATIONS. 10.01. Buyer represents and warrants to Seller that at the time of execution of this Agreement and at the time of delivery of the Aircraft hereunder:
(a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota; (b) Buyer has the corporate power and authority to execute, deliver and perform its obligations under this Agreement;
WARRANTIES & REPRESENTATIONS. Tenex Software Solutions, Inc. warrants that it is able to complete the Services in a professional and timely manner; that any Project Deliverables shall be original or all necessary permissions and releases obtained and paid for; and that any Project Deliverables shall not contain any false, misleading, libelous or unlawful matter. Customer warrants that any material given by Customer to Tenex Software Solutions, Inc. for use in the Services under this Agreement shall be original or all necessary permissions and releases obtained and paid for; and that any such material shall not contain any false, misleading, libelous or unlawful matter.
WARRANTIES & REPRESENTATIONS. Each party represents that he, she, or it has full authority to execute this Agreement. The City makes no representations or warranties regarding the suitability of the Property for any use to which CCA intends to put or will put the Property. CCA warrants that CCA has full right and authority to engage in the activities that CCA intends to pursue on the Property under this Agreement. The City in no way warrants or guarantees that CCA will be able to obtain any necessary permit or approval from the City or other governmental agency.
WARRANTIES & REPRESENTATIONS. Distributor shall not make representations or grant warranties greater in scope or duration than those generally made or granted by Mirion in its standard terms and conditions of sale. Distributor shall indemnify and hold Mirion and its officers, directors, employees and representatives harmless against any and all Liabilities which are attributable to the failure of Distributor to comply with the requirements of this Section (Warranties; Representations).
WARRANTIES & REPRESENTATIONS. All warranties, representations and covenants made by one party to the other in this Agreement or in any certificate or other instrument delivered by one party to the other under this Agreement shall be considered to have been relied upon by the other party and will survive the satisfaction of any fees under this Agreement, regardless of any investigation made by either party.
WARRANTIES & REPRESENTATIONS. Executive hereby warrants and represents that:
A. He has carefully read and fully understands the comprehensive terms and conditions of this Release and the releases set forth herein, including the release of claims under the Age Discrimination in Employment Act and Older Worker Benefit Protection Act;
B. He is executing this Release knowingly and voluntarily, without any duress, coercion or undue influence by the Company, its representatives, or any other person;
C. He has been informed of his right to consult with legal counsel of his own choice before executing this Release;
D. The consideration recited above constitutes good and valuable consideration;
E. He understands and accepts the terms and conditions of this Release including, the consideration provided to him by the Company;
F. He is not waiving rights or claims that may arise after the date this Release is executed;
G. Except as specifically provided herein, he has been paid all compensation owed to him by the Company;
H. He has had the right to consider the terms of this Release for at least a full 21 days; and
I. He has the right to revoke this Release within seven (7) calendar days after signing it (the “Revocation Period”) by providing prior to the expiration of the Revocation Period, written notice of revocation by hand delivery or electronic mail to M▇▇▇▇ ▇▇▇▇▇▇▇, Senior Director, Human Resources, M▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇. If Executive revokes this Release during the Revocation Period, the Release and all obligations hereunder become null and void in their entirety and the Company shall not be obligated to provide the Severance Payments.
WARRANTIES & REPRESENTATIONS. Agent shall not make representations or grant warranties greater in scope or duration than those generally made or granted by Mirion in its standard terms and conditions of sale. Agent shall indemnify and hold Mirion and its officers, directors, employees and agents harmless against any and all Liabilities which are attributable to the failure of Agent to comply with the requirements of this Section (Warranties; Representations).