Warranty and Liability Sample Clauses
The Warranty and Liability clause defines the responsibilities and assurances each party provides regarding the quality and performance of goods or services, as well as the extent to which each party is liable for damages or losses. Typically, this clause outlines what warranties are given (such as guarantees against defects) and may limit or exclude certain types of liability, like indirect or consequential damages. Its core function is to allocate risk between the parties, ensuring both sides understand their obligations and the limits of their potential exposure in the event of a problem.
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Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit ...
Warranty and Liability. Except to the extent prohibited by Applicable Law, Free of Charge Services are provided “as is” without warranties of any kind and in the then-current version made available by us from time to time without support and availability commitments. We are not obliged to offer post- termination assistance. Siemens’ entire liability for all claims, damages, and indemnities arising out of or related to your use of a Free of Charge Service will not exceed, in the aggregate, the amount of EUR 1,000.00 (or the equivalent amount in local currency).
Warranty and Liability. (a) The Company warrants that on delivery, and for a period of 2 years from the date of delivery (“warranty period”), the goods shall:
(i) conform in all material respects with any applicable specification agreed by both parties in writing in advance;
(ii) be free from material defects in design, material and workmanship; and
(iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
(b) Subject to clause 18(c), if:
(i) the Purchaser gives notice in writing to the Company during the warranty period within a reasonable time of discovery that some or all of the goods do not comply with the warranty set out in clause 18(a);
(ii) the Company is given a reasonable opportunity of examining such goods; and
(iii) the Purchaser (if asked to do so by the Company) returns such goods to the Company's place of business at the Purchaser’s cost, the Company shall, at its option, repair or replace the defective goods, or refund the price of the defective goods in full.
(c) The warranty given in Clause 18(a) is subject to the following provisos, namely:
(i) That the defects shall not have arisen through fair wear and tear, willful damage, negligence, abnormal working conditions, misuse, alteration or repair of goods by the Purchaser without the Company’s approval;
(ii) That the Purchaser shall have followed all instructions issued by the Company in relation to the goods;
(iii) That in the case of defects which would have been reasonably apparent to the Purchaser on reasonable examination of the goods on delivery, the Purchaser shall notify the Company of the defects in writing within 14 working days of delivery;
(iv) That in the case of any other defects, the Purchaser shall notify the Company of the defects in writing within 7 working days of the date when the defect becomes apparent and the Purchaser shall not make use of such goods after giving notice;
(v) That where in discharge of its obligations under the warranty given in this Clause the Company agrees that the Purchaser may undertake any repair or remedial work on its behalf, the cost of such work shall be agreed in writing between the Purchaser and the Company before the commencement of any such repair or remedial work.
(d) The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
(e) Clause 18(a) to Clause 18(d) shall apply to any repaired or replacement goods supplied by the Company.
(f) Nothing in these...
Warranty and Liability. Warranty Nearmap agrees to use industry standard GPS to ensure captured imagery has accurate geographical positioning.
Warranty and Liability. 8.1 The limited warranty period is 24 months from date of delivery. The limited warranty applies exclusively to the hardware and software version delivered by meteocontrol at the time of delivery. Defects that are due to subsequent interference by the customer or defects that are caused by the customer's operating system or third- party products are not covered by the limited warranty. Only those defects which can be verified to be caused by or due to meteocontrol’s products and/or software and where the deviations from the specifications are replicable will be covered. Where a defect does not occur in the software version most recently provided to the customer and where usage of such (via an upgrade or patch, etc.) is reasonable for the customer, it is not considered a defect.
8.2 meteocontrol's liability is limited to the amount of money paid by the Customer to meteocontrol NA under the Contract during the twelve (12) months preceding the event that gave rise to liability, or, if the event takes place less than twelve (12) months from the effective date of the Contract, then average monthly payments paid by the Customer under the Contract times twelve (12). meteocontrol shall not be responsible or liable to Customer for any lost profits, or incidental, consequential, indirect, special or contingent damages for any breach of warranty or other breach of seller’s obligations under this Contract.
8.3 Customer shall accept a tender of the goods by meteocontrol which substantially conforms to the description of the goods. Customer shall be deemed to have accepted a product and customer’s right to cancel, reject or claim any damages for breach of warranty or breach of meteocontrol’s obligation under this contract shall cease, unless customer gives seller notice in writing of seller’s breach in the case of:
(a) Defects discoverable through inspection, including incorrect deliveries and missing items. Customer must notify meteocontrol within 30 days after discovery. The customer bears the burden of proof regarding observability of any defects.
(b) Non-conforming goods - customer shall immediately notify meteocontrol whether or not customer will continue to accept similarly non-conforming goods and acceptance of any non-conforming goods shall constitute a waiver by customer of specification requirements for said goods. Customer’s acceptance of goods tendered under this contract shall be final and irrevocable.
8.4 Notices of defects to meteocontrol must take place ...
Warranty and Liability. 11.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, LICENSORS MAKE NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS. ALL MATERIALS PROVIDED BY LICENSORS UNDER THIS AGREEMENT ARE PROVIDED "AS-IS".
11.2. NO WARRANTY OR REPRESENTATION IS MADE THAT ANYTHING MADE, USED, SOLD, OR COMMERCIALLY TRANSFERRED, UNDER THE TERMS OF THIS LICENSE, WILL BE FREE FROM INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
11.3. NOTHING IN THIS AGREEMENT, EITHER EXPRESS OR IMPLIED, OBLIGATES LICENSORS EITHER TO BRING OR TO PROSECUTE ACTIONS OR SUITS AGAINST THIRD PARTIES FOR PATENT INFRINGEMENT OR ENFORCEMENT OR TO FURNISH ANY INTELLECTUAL PROPERTY, INFORMATION OR MATERIALS NOT PROVIDED IN THE LICENSED SUBJECT MATTER.
11.4. IN NO EVENT WILL LICENSORS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM THE EXERCISE OF THIS LICENSE OR THE USE OF THE TECHNOLOGY, LICENSED SUBJECT MATTER, OR LICENSED PRODUCTS, INCLUDING, WITHOUT LIMITATION, FOR LOST PROFITS, LOST DATA, OR DOWNTIME, WHETHER OR NOT LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.5. IN NO EVENT WILL LICENSORS' AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY CLAIMS, LOSSES, INJURIES, SUITS, DEMANDS, JUDGMENTS, LIABILITIES, COSTS, EXPENSES, OR DAMAGES, FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT), AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY, EXCEED THE FEES RECEIVED BY LICENSORS FROM LICENSEE PURSUANT TO THIS AGREEMENT. LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS ARTICLE 11 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
11.6. THIS AGREEMENT DOES NOT CONFER BY IMPLICATION, ESTOPPEL, OR OTHERWISE ANY LICENSE OR RIGHTS TO ANY OTHER LICENSOR PROPERTY OTHER THAN THOSE RIGHTS EXPRESSLY STATED HEREIN.
Warranty and Liability. 8.1 Warranty CENTREON warrants that the Product(s) complies with their Documentation. Within three (3) months of the delivery of the Product(s), CENTREON undertakes to correct all reproducible defects of the Product(s). After this warranty period, all defects attributable to the Product(s) are taken in charge by CENTREON under the support and Product(s) updates Agreement. CENTREON warrants the User against all claims, demands, actions, costs, expenses losses and damages arising from or incurred by reason of any claim for infringement of any Intellectual Property Right arising from the use of Product(s). In this regard, CENTREON shall indemnify and hold harmless the User against all damages that it shall pay further to a definitive court decision and having for exclusive grounds the demonstration of such infringement. This warranty is subject to the following express conditions: • The User shall promptly notify CENTREON if any claim or demand is made or action brought against the User; • CENTREON shall lead the proceedings and be free to settle the case; • The User shall at the request of CENTREON provide to CENTREON all reasonable assistance for the purpose of contesting any claim or demand made or action brought against the User; • The alleged infringement could not have been avoided by the installation and use by the User of an upgrade provided by CENTREON. If any Product(s) provided by CENTREON infringes or is likely to infringe on a third party’s Intellectual Property Rights, CENTREON will promptly and at its own expense make its best efforts to: • obtain the right for the User to continue using such Product(s); or • replace the Product(s) to make its use non-infringing; or • modify the Product(s) to make its use non-infringing; or • reimburse to the User the price received under this Agreement in proportion to the Product(s) which have become unusable as a consequence of the infringement, and, when applicable, to the duration of the impossibility of use suffered by the User. The previous provisions set out the only appeal which the User can resort to; and the limits of CENTREON’s warranty for counterfeiting matters. CENTREON excludes any warranty of any sort other than those stipulated hereinabove, whether express or implicit, and notably any guarantee of merchantable capacity or of adaptation to a particular need of the User. In particular, the warranties do not cover: • Defects that were visible as of the date of delivery of the Product(s); • Defect...
Warranty and Liability. 5.1 Each Contributor warrants and represents that it has sufficient rights to grant the rights to its Modifications conveyed by this License.
5.2 Except as expressly set forth in this License, the Software is provided to You on an “as is” basis and without warranties of any kind, including without limitation merchantability, fitness for a particular purpose, absence of defects or errors, accuracy or non-infringement of intellectual property rights. Mandatory statutory warranty claims, e.g. in the event of wilful deception or fraudulent misrepresentation, shall remain unaffected.
5.3 Except as expressly set forth in this License, neither Licensor nor any Contributor shall be liable, including, without limitation, for direct, indirect, incidental, or consequential damages (including without limitation loss of profit), however caused and on any theory of liability, arising in any way out of the use or Distribution of the Software or the exercise of any rights under this License, even if You have been advised of the possibility of such damages. Mandatory statutory liability claims, e.g. in the event of wilful misconduct, wilful deception or fraudulent misrepresentation, shall remain unaffected.
Warranty and Liability. 7.1 For and during the Warranty Period (as defined below), Company warrants that the Goods will comply in all material respects with any specifications for the Goods agreed to in writing between Company and Customer. If no specification for the Goods has been agreed to in writing between Company and Customer, Company warrants for and during the Warranty Period that the Goods will comply in all material respects with the specifications published by Company in relation to the Goods from time to time (if any), or, in the absence of any specification (agreed or published), the Goods will be free from material defects in workmanship or materials (the “Warranty”).
7.2 THE FOREGOING WARRANTY IS IN LIEU OF AND EXCLUDES ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.3 Any claim for defect with respect to the Goods sold hereunder shall be deemed waived by Customer unless Company is notified in writing, in the case of defects apparent on visual inspection, within sixty (60) days from Delivery, or, in the case of defects not apparent on visual inspection, within twelve (12) months from Delivery (such 60 days or 12 months, as applicable, the “Warranty Period”). All Goods claimed to be defective shall be held subject to Company’s inspection, and Company shall not be liable for the cost of any repairs performed without its express written consent. The Goods claimed to be defective may be returned prepaid to Company’s plant for inspection in accordance with return shipping instructions that Company shall furnish to Customer upon receipt of Customer’s notice of claim. If the claim is established, Company will reimburse Customer for all shipping costs incurred in connection with such return.
7.4 Any claim with respect to the Goods and any component parts manufactured by Company and sold hereunder shall be deemed waived by the Customer unless Company is notified in writing, in the case of defects apparent on visual inspection, within sixty (60) days from the delivery date, or, in the case of defects not apparent on visual inspection, within twelve (12) months from the said delivery date (such 60 days or 12 months, as applicable, the “Warranty Period”). The Goods claimed to be defective may be returned prepaid to Company’s plant for inspection in accordance with return shipping instructions that Compan...
Warranty and Liability. The Sub-Contractor warrants to the Employer that it has complied, and will at all times comply, with the terms of the Subcontract and any specifications or requirements included or referred to in the Subcontract and that it has exercised and will continue to exercise the degree of skill, care and diligence reasonably to be expected of a competent Sub-Contractor, and (to the extent that the Sub-Contractor is responsible for any design under the Subcontract) the degree of skill, care and diligence reasonably to be expected of a competent professional designer holding himself out as being experienced in carrying out design in relation to works of a similar size, scope and nature to the Subcontract Works. The Sub-Contractor has no liability under this agreement which is greater or of longer duration than it would have had if the Employer had been a party to the Subcontract as joint employer and the Sub-Contractor shall be entitled in any action or proceedings by the Employer under this agreement to rely on any limitation in the Subcontract and to raise the equivalent rights in defence of liability (but excluding set offs and counterclaims) as it would have had if the Employer had been named as such under the Subcontract. Upon the expiration of 12 years from the date of completion of the Subcontract Works in accordance with the Subcontract the liability of the Sub-Contractor under this agreement shall cease save in relation to any claims made by the Employer against the Sub-Contractor and previously notified in writing by the Employer to the Sub-Contractor.