Warranty and Indemnity Sample Clauses
A Warranty and Indemnity clause sets out the promises made by one party regarding the accuracy of certain facts and provides protection to the other party if those promises turn out to be false. In practice, this clause typically requires the warranting party to compensate the other for losses arising from breaches of warranties, such as misstatements about the condition of goods or the status of intellectual property. Its core function is to allocate risk between the parties and ensure that the party relying on the warranties has a clear remedy if the information provided proves incorrect.
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Warranty and Indemnity. 9.1. The Contractor warrants to the Department that the obligations of the Contractor under this Contract will be performed by appropriately qualified and trained personnel with reasonable skill, care and diligence and to such high standards of quality as it is reasonable for the Department to expect in all the circumstances. The Department will be relying upon the Contractor's skill, expertise and experience in the performance of the Project and also upon the accuracy of all representations or statements made and the advice given by the Contractor in connection with the performance of the Project and the accuracy of any documents conceived, originated, made or developed by the Contractor as part of this Contract. The Contractor warrants that any goods supplied by the Contractor forming part of the Services will be of satisfactory quality and fit for their purpose and will be free from defects in design, material and workmanship.
9.2. Without prejudice to any other remedy, if any part of the Project is not performed in accordance with this Contract then the Department shall be entitled, where appropriate to:
9.2.1. require the Contractor promptly to re-perform or replace the relevant part of the Project without additional charge to the Department; or
9.2.2. assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues.
9.3. The Contractor shall be liable for and shall indemnify the Department in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of or in the course of or caused by the performance of the Project.
9.4. Without prejudice to any other exclusion or limitation of liability in this Contract, the liability of the Contractor for any claim or claims under this Contract shall be limited to such sums as it would be just and equitable for the Contractor to pay having regard to the extent of his responsibility for the loss or damage giving rise to such claim or claims etc.
9.5. All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it.
9.6. The Contractor shall ensure that it has adequate ...
Warranty and Indemnity. 8.01 The NFB warrants that any materials supplied to the director by the NFB for incorporation in the Production:
(a) do not infringe the copyright of another;
(b) do not defame any person;
(c) do not invade the privacy of any person,
8.02 The director warrants that, to the best of his knowledge, information and belief, any materials supplied to the NFB by the director for incorporation in the Production:
(a) do not infringe the copyright of another;
(b) do not defame any person;
(c) do not invade the privacy of any person.
8.03 The director must inform the NFB if he intends to use in the Production any creative material that has not been, to his knowledge, commissioned by the NFB for this Production.
8.04 The director shall indemnify the NFB against all damages and costs (including reasonable legal fees) resulting from any breach of the director warranty, as evidenced by a final decision of a tribunal or a court of competent jurisdiction, or any settlement to which the director has consented in writing.
8.05 Either party upon receipt of notice of any claim as a result of which the other party’s indemnity might be invoked, shall promptly notify the other of such claim giving the other party full details thereof including copies of all documents received in connection therewith. The existence of any such claim shall not relieve the NFB of the obligation to pay the director any monies due the director pursuant to this contract.
8.06 Neither party shall be deemed to have waived their respective rights to defend themselves against any claim by the other, for costs or damages arising out of a settlement not consented to in writing by the indemnifying party.
8.07 Court costs and legal expenses Except when the director is in default under article 8.02 or subject to the provisions of article 8.08, the NFB shall bear any court costs or legal expenses to which the director/first assistant director or his heirs or estate, as the case may be, exposes himself through the execution of his contract, provided that that director/first assistant director gives prompt notice to the NFB of a claim or legal action, and that he assures the NFB of his full cooperation in the defence against said claim or legal action, including, but not limited to, attending hearings, participating in obtaining and presenting evidence and enlisting the participation of witnesses.
8.08 Exclusion The NFB shall be answerable only for harm caused to a third party through the fault of the director/fi...
Warranty and Indemnity. 9.1 The Contractor warrants to the Department that the obligations of the
9.2 Without prejudice to any other remedy, if any part of the Services is not performed in accordance with this Contract then the Department shall be entitled, where appropriate to:
9.2.1 require the Contractor promptly to re-perform or replace the relevant part of the Services without additional charge to the Department; or
9.2.2 assess the cost of remedying the failure (“the assessed cost”) and to deduct from any sums due to the Contractor the Assessed Cost for the period that such failure continues.
9.3 The Contractor shall be liable for and shall indemnify the Department in full against any expense, liability, loss, claim or proceedings arising under statute or at common law in respect of personal injury to or death of any person whomsoever or loss of or damage to property whether belonging to the Department or otherwise arising out of or in the course of or caused by the provision of the Services.
9.4 The Contractor shall be liable for and shall indemnify the Department against any expense, liability, loss, claim or proceedings arising as a result of or in connection with any breach of the terms of this Contract or otherwise through the default of the Contractor.
9.5 All property of the Contractor whilst on the Department's premises shall be there at the risk of the Contractor and the Department shall accept no liability for any loss or damage howsoever occurring to it.
9.6 The Contractor shall ensure that it has adequate insurance cover with an insurer of good repute to cover claims under this Contract or any other claims or demands which may be brought or made against it by any person suffering any injury damage or loss in connection with this Contract. The Contractor shall upon request produce to the Department, its policy or policies of insurance, together with the receipt for the payment of the last premium in respect of each policy or produce documentary evidence that the policy or policies are properly maintained.
Warranty and Indemnity. 11.1 Errors and misprints in computation, typing or otherwise in the Company’s documents including catalogues, price lists, delivery docket, tax invoice, Quote or statement or credit note shall be subject to correction by the Company by means of reissue of the document or by adjusting dockets with reference to the original transaction.
11.2 The Customer acknowledges that where the Company is a wholesaler or reseller of the Goods, it does not hold sufficient technical expertise or skills to evaluate a Customer’s requirement or orders.
11.3 Where the Company is the manufacturer or fabricator of the Goods, the Company gives the warranties (subject to the limitations set out therein) as set out on the following webpage amended from time to time – ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇
11.4 Warranties and provisions that may be implied by the Competition and Consumer ▇▇▇ ▇▇▇▇ and any other legislation are expressly excluded except to the extent that exclusion is prohibited by the legislation and this overrides these terms.
11.5 To the extent permitted by law, unless otherwise set out in these Terms, the Company gives no warranty whatsoever in relation to the Goods sold to the Customer, whether in regard to the quality of the Goods, fitness of the Goods for any purpose or the compliance of the Goods sold with any description or sample produced by either party to the other at any time, whether prior to, at the time of or subsequent to the Customer placing an order for the Goods with the Company, or otherwise. The Customer warrants that the Goods will be installed and used:
a) only in applications for which the Goods were manufactured and are able to be satisfied by the Goods specifications; and
b) in accordance with all manufacturer’s instructions and industry standards including being fully tested as safe prior to use.
11.6 To the extent permitted by law, unless otherwise set out in these Terms, the Company’s liability under:
a) any claim that the Customer has or may have against the Company in relation to a Good supplied by the Company, whether that claim is based in contract, common law or statute or otherwise, including law relating to negligence by the Company; or
b) any implied term, condition or warranty which has not been excluded, is limited, at the option of the Company, to the repair by the Company of the Good, the re-supply by the Company of the Good or the refund of the price paid by the Customer for the Good giving rise to liability.
11.7 The Company shall not be li...
Warranty and Indemnity. 18.1 The Proposer warrants and undertakes to RDL that:-
18.1.1 the Application shall be fully, properly and accurately completed, and the information that it contains shall be valid and correct; and
18.1.2 it will restrict its use of any Type Approval as required by the Agreement and as advised by RDL.
18.1.3 it will not make claims that are inconsistent with the permitted use of any Type Approval; and
18.1.4 it will not use any Type Approval in such a manner as to bring RDL into disrepute and will not make any statement regarding its Type Approval that RDL may consider misleading or untrue; and
18.1.5 upon termination or expiry of the Agreement, it will discontinue any use of any publicly available communication that contains any reference to the relevant Type Approval and will take any other action required by RDL in relation to the termination or expiry; and
18.1.6 it will, when making reference to the Type Approval in communication media, obtain authority from RDL and comply with any requirements specified by RDL and with any requirements in the Agreement; and
18.1.7 it will at all times (both during and after the term of the Agreement) fully and effectively indemnify RDL from and against any and all losses, damages, liabilities, penalties, fees, costs and expenses (including legal and other fees and disbursements and any damages or compensation paid to compromise any settlement or claim) which RDL may sustain or incur arising directly or indirectly from any actual or alleged breach by the Proposer or on the Proposer's behalf of any of the Proposer's obligations, warranties or representations herein, express or implied and or any act of negligence or default on the Proposer's part.
Warranty and Indemnity. Subcontractor warrants all materials and workmanship for a period of five years and defects will be repaired or replaced at no cost to Contractor. Specify otherwise if this is not the case.
Warranty and Indemnity. 5.1 Each Disclosing Party warrants that it has the right to disclose its Confidential Information to the Recipient and to authorise the Recipient to use such Confidential Information for the Purpose.
5.2 Each Recipient shall indemnify and keep fully indemnified the Disclosing Party and its Group at all times against all liabilities, costs (including legal costs on an indemnity basis), expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and other reasonable costs and expenses suffered or incurred by the Disclosing Party and/or its Group) arising from any breach of this Agreement by the Recipient and from the actions or omissions of any Representative of the Recipient.
Warranty and Indemnity. 8.1. Elan represents and warrants that Elan is the sole and exclusive owner or licensee of, or controls all right, title and interest in the Elan Intellectual Property; Elan has the right to grant the rights and licences granted herein, and the Elan Intellectual Property as it pertains to the Product and the Product is free and clear of any lien, encumbrances, security interest) or restriction on license; Elan will not grant during the term of this Agreement, any right, licence or interest in and to the Elan Intellectual Property or the Product, or any portion thereof, inconsistent with the licence granted to Acorda herein; and there are no pending or, to the knowledge of Elan, threatened, actions, suits, investigations, claims or proceedings in any way related to the Elan Intellectual Property or the Product. Insofar as such patent rights and know-how constitute Elan Patent Rights or Elan Know-How for the purposes of this Agreement, Elan represents and warrants that it is entitled to grant a licence to such patent rights and know-how as are developed by or on behalf of Elan pursuant to the Axogen Agreement, including any patent rights and non-patented know-how or other information which may be conceived, reduced to practice or otherwise developed by or on behalf of Elan pursuant to the Axogen Agreement. Elan agrees to hold Acorda harmless from any and all costs, expenses and damages (including reasonable attorneys’ fees) incurred or sustained by Acorda as the result of any Third Party’s challenges to Elan’s right to enter into this Agreement and to grant the rights and licences herein granted to Acorda and the Elan Intellectual Property.
8.2. Elan represents and warrants that the execution of this Agreement and the full performance and enjoyment of the rights of Acorda under this Agreement will not breach or in any way be inconsistent with the terms and conditions of any licence, contract, understanding or agreement, whether express, implied, written or oral between Elan and any Third Party.
8.3. Acorda represents and warrants that it has not granted any option, licence, right or interest in or to the Compound or to the Acorda Patent Rights to any Third Party which would conflict with the terms of this Agreement. Acorda agrees to hold Elan harmless from any and all costs, expenses and damages (including reasonable attorneys’ fees) incurred or sustained by Elan as the result of any Third Party’s challenges to Acorda’s right to enter into this Agreement.
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Warranty and Indemnity. You warrant that you have the necessary rights to enter into the Agreement and you indemnify the Service Suppliers against any liability, claim, damage or loss that a third party might have arising out of the Agreement if you do not have the necessary rights. [This clause means that if you do not have authority to sign the Agreement you will be personally liable for any loss that results from your lack of authority.]
Warranty and Indemnity. A. Licensee warrants that the Products shall be of good quality in design, material, and workmanship, and that they shall be suitable for their intended purposes; that no injurious, poisonous, deleterious or toxic substances or materials will be used in or on the Products; that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict compliance with all applicable laws and regulations. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, Licensor will defend, indemnify and hold Licensee harmless from all product liability on any other products bearing the Trademarks not manufactured, sold, distributed or advertised by the Licensee, and Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against it.
B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and expenses arising from the infringement of a patent or copyright caused by the manufacture, advertisement or sale of the Products.
C. Licensor will promptly notify Licensee in writing of all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all pertinent information in Licensor's possession to enable and permit Licensee to defend.
D. Licensee shall procure and maintain at its own expense in full force and effect at all times during which the Products are being sold and for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to include Blanket Contractual Liability, Product/ Completed Operations,