Warranty and liability for defects. 14.1 Unless agreed otherwise in the Services Agreement, CoD provides to the Client the quality warranty for the Services pursuant to the following terms. The warranty period is 12 months]. 14.2 The quality warranty is a commitment by CoD that the delivered Services (deliverables) will be suitable for use by the Client for the purpose agreed in the Statement of Work (Services Agreement) during the warranty period, and that during such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement). 14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period, if they consist of the code developed by CoD. Such defects will be removed by CoD free of charge. 14.4 On the other hand, the quality warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist of the code developed by CoD. Therefore, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of Work. 14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services. 14.6 The Client shall deliver to CoD requests for warranty repairs in written form. The Client shall notify of the defects without undue delay of their finding. 14.7 The warranty does not apply to defects notified following the expiration of the warranty period. 14.8 In the event of the notification of a defect covered by the quality warranty or the statutory liability for defects, the Client is entitled to free repair of the defect. The Client is not entitled to other remedies. 14.9 The Client shall start removing the defect pursuant to Section 14.8 without undue delay. If the defect cannot be remedied immediately, CoD shall notify the Client of the expected date of the removal of the defect. 14.10 The CoD is also entitled to temporarily remove the defect by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied. 14.11 CoD is not liable for defects and the quality warranty shall not apply to defects occurring: (a) through the operation of the Services (the deliverables thereunder) or part thereof in breach of the Documentation, the Services Agreement or this Agreement, (b) through insufficient implementation of the Acceptance Tests by the Client, (c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or a third party, (d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD, (e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD, (f) through interference in data structures outside the relevant software, (g) through interference in data outside the relevant software, (h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent, (i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD, (j) through components of the Client’s information system that are not covered by the quality warranty pursuant to this Agreement, (k) through the effects of computer viruses, if not introduced into the information system by CoD, (l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Client. 14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3. 14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training. 14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list. 14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client. 14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.
Appears in 1 contract
Sources: Framework Services Agreement
Warranty and liability for defects. In addition to art. 14. “THE CONTRACTOR’S WARRANTIES” of the General Part:
14.1 The Contractor declares and guarantees that the Performance will be delivered to the SE in compliance and to the extent, quality and under conditions as agreed in the Contract and annexes thereto. At the same time, the Contractor guarantees that the Performance will be free of legal defects.
14.2 Unless stated otherwise in the Contract, the Contractor undertakes that the Performance will retain its features pursuant to the Contract and shall be held liable for defects of Performance throughout the warranty period which shall be 24 months.
14.3 The warranty period shall start on the day of the takeover by SE of the Performance without any defects and unfinished works, and signing of the Takeover Protocol pursuant to the clause 9.4.1 herein, if not agreed otherwise in the Services AgreementContract or in legal regulations in force. If the Contractor is obliged to send the Performance to SE, CoD provides the warranty period shall start to lapse from the day of arrival or handover of the Performance to the Client place of destination and its takeover by SE. The Contractor may unilaterally extend the warranty period by making a statement of warranty extension. If the quality warranty is provided, the warranty period shall start to lapse at the moment of passing of the risk of damage to the Performance to SE.
14.4 The warranty period shall not apply for the Services pursuant period when SE is unable to use the following termsPerformance due to its defects for which the Contractor is responsible. The warranty period is 12 months].
14.2 The quality warranty is a commitment by CoD that the delivered Services (deliverables) will shall also be suitable for use by the Client interrupted for the purpose agreed in parts of Performance, on which the Statement claimed defects are being removed and shall recommence only on the day following after the date of Work (Services Agreement) during the warranty period, and that during such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement).
14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period, if they consist SE’s written confirmation of the code developed by CoD. Such defect’s removal. In case of defects will be removed by CoD free of charge.
14.4 On to the other handPerformance, the quality warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist repair is only possible through exchange of the code developed by CoD. Thereforepart or replacement thereof, the warranty does not apply period shall recommence on the day following after the date of removal of such defects repaired this way and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed their written takeover by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of WorkSE.
14.5 The warranty period with respect also applies to any handed over and accepted part defects resulting from defects of material or defective components of the Services shall start running upon the acceptance Performance. The Contractor is responsible for defects of material, defects caused by the Client of such part of the Servicesmanufacturer, Subcontractor or any other defects.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form. The Client Contractor shall notify SE in writing, at the latest on takeover of the defects without undue delay Performance, of their findingany specifics of the Performance provided and at the same time provide SE with a detailed manual defining the necessary maintenance. In case of the parts of the Performance, for which a special service or reviews are requisite by the manufacturer or supplier, the Contractor is obliged to provide SE with a written service plan or a plan of mandatory reviews over the warranty period, along with drafts of relevant service contracts with the entities authorized to carry out such service or review.
14.7 If performance which is purchased by the Contractor from a third party for resale to SE is covered by a warranty provided by the third party, this must not be shorter than the period pursuant to clause 14.2 herein from the Performance takeover. The Contractor is obliged to inform SE about any circumstances which could possibly influence filing of claim from defects of such Performance, in particular, it is obliged to notify SE in writing of the date of expiry of the warranty does period and is obliged to hand over the SE on handover of the Performance any documents necessary to be submitted in case of filing claims from liability for defects, as well as a full list of parts of the Performance, specifying the warranty period of a particular part of the Performance.
14.8 The Performance has defects if it fails to correspond with the result specified in the Contract, with the purpose of its usage, or if the qualities set out in the Contract or in the generally binding legal regulations or valid technical standards or other obligations of the Contractor pursuant to the clause 9.4.7 herein failed to be met.
14.9 The Contractor shall be held liable for defects of the Performance at the time of its handover and takeover by SE, regardless of when the defect was detected by SE, even if the defect becomes obvious (detected by SE) after this time, if SE notifies such defects to the Contractor not apply to defects notified following the expiration later than until expiry of the warranty period.
14.8 14.10 In the event that the Performance shows obvious defects at the takeover, SE shall be entitled to refuse to take over the Performance. If takeover of the notification Performance is refused, SE shall make a record where it shall state the defects. One counterpart of a defect covered by the quality warranty or record on the statutory liability for defectsrefusal to take over the Performance shall be provably handed over to the Contractor. The Contractor is obliged to remove the defects without undue delay, however at the latest within 5 working days, unless the Parties agree otherwise. After their removal, the Client is entitled Contractor shall be obliged to free repair of repeatedly call upon SE to take over the defect. The Client is not entitled Performance pursuant to other remediesthis clause and to draw up the Takeover Protocol pursuant to the clause 9.
14.9 The Client shall 4.1 herein. Should the Parties agree a period longer than 5 working days, the Contractor is obliged to start removing the defect defects within 2 working days from the drawing up of the record pursuant to Section 14.8 without undue delay. If the defect cannot be remedied immediately, CoD shall notify the Client of the expected date of the removal of the defect.
14.10 The CoD is also entitled to temporarily remove the defect by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remediedthis clause.
14.11 CoD SE may take over the Performance with defects that do not prevent its use or unfinished works that are capable of use (hereinafter referred to as “Small Defects”). If this is the case, the Takeover Protocol shall contain a list of Small Defects. Description of the Small Defects mentioned in the list shall be specific and clear, and a date of removal of each Small Defect shall be agreed on with the Contractor. Where agreement on the date is not liable reached due to various reasons, the deadline for the Small Defect removal is 5 working days after its detection at the Performance takeover. Should the Parties agree a period longer than 5 working days, the Contractor is obliged to start removing the Small Defects within 2 working days from drawing up the Takeover Protocol. For the avoidance of doubt also in the case of takeover of the Performance with Small Defects, the Performance will be deemed duly handed over and the Contractor’s obligation duly fulfilled only upon removal thereof.
14.12 The Contractor is responsible for defects and the quality warranty shall not apply to defects occurring:
(a) through the operation of the Services (Performance which arose after the deliverables thereunder) or part thereof in Performance’s handing- over if these defects were caused by a breach of its duties or if the Documentation, the Services Agreement or this Agreement,
(b) through insufficient implementation of the Acceptance Tests by the Client,
(c) through unauthorized or inappropriate interference defect occurs in the Services context of SE’s action (e.g. defects occurring due to damage to the deliverables thereunder) Performance by SE or by a part thereof third party, or the improper use due to an act of the Services (the deliverables thereunder) or a part thereof by the Client SE or a third party,
(d) through modification according to the user manual or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software documents supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality warranty Contractor pursuant to this Agreement,
the Contract (k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Client.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions e.g. pursuant to the Client (Third Party Softwareclause 14.6 herein). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does Contractor is not apply to Services responsible for defects of the quality of which has been continuously checked Performance that resulted when SE supplied inappropriate or incomplete basic documents by SE and the Client during Contractor could not find out their provisioninappropriateness even when using professional care, such as except in the Client’s training.
14.14 If the Client requests the repair event of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms breach of the repair. CoD shall inform declarations or obligations of the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating Contractor pursuant to the analysis clause 12.6 herein, or when the Supplier notified SE of raised issues that are not covered by the quality warranty or liability for defects are borne by the Clientinappropriateness in writing and SE insisted on their usage.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.
Appears in 1 contract
Sources: Annex Ix Slovakia
Warranty and liability for defects. In addition to art. 14. “THE CONTRACTOR’S WARRANTIES” of the General Part:
14.1 The Contractor declares and guarantees that the Performance will be delivered to the SE in compliance and to the extent, quality and under conditions as agreed in the Contract and annexes thereto. At the same time, the Contractor guarantees that the Performance will be free of legal defects.
14.2 Unless stated otherwise in the Contract, the Contractor undertakes that the Performance will retain its features pursuant to the Contract and shall be held liable for defects of Performance throughout the warranty period which shall be 24 months.
14.3 The warranty period shall start on the day of the takeover by SE of the Performance without any defects and unfinished works, and signing of the Takeover Protocol pursuant to the clause 9.4.1 herein, if not agreed otherwise in the Services AgreementContract or in legal regulations in force. If the Contractor is obliged to send the Performance to SE, CoD provides the warranty period shall start to lapse from the day of arrival or handover of the Performance to the Client place of destination and its takeover by SE. The Contractor may unilaterally extend the warranty period by making a statement of warranty extension. If the quality warranty is provided, the warranty period shall start to lapse at the moment of passing of the risk of damage to the Performance to SE.
14.4 The warranty period shall not apply for the Services pursuant period when SE is unable to use the following termsPerformance due to its defects for which the Contractor is responsible. The warranty period is 12 months].
14.2 The quality warranty is a commitment by CoD that the delivered Services (deliverables) will shall also be suitable for use by the Client interrupted for the purpose agreed in parts of Performance, on which the Statement claimed defects are being removed and shall recommence only on the day following after the date of Work (Services Agreement) during the warranty period, and that during such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement).
14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period, if they consist SE’s written confirmation of the code developed by CoD. Such defect’s removal. In case of defects will be removed by CoD free of charge.
14.4 On to the other handPerformance, the quality warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist repair is only possible through exchange of the code developed by CoD. Thereforepart or replacement thereof, the warranty does not apply period shall recommence on the day following after the date of removal of such defects repaired this way and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed their written takeover by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of WorkSE.
14.5 The warranty period with respect also applies to any handed over and accepted part defects resulting from defects of material or defective components of the Services shall start running upon the acceptance Performance. The Contractor is responsible for defects of material, defects caused by the Client of such part of the Servicesmanufacturer, Subcontractor or any other defects.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form. The Client Contractor shall notify SE in writing, at the latest on takeover of the defects without undue delay Performance, of their findingany specifics of the Performance provided and at the same time provide SE with a detailed manual defining the necessary maintenance. In case of the parts of the Performance, for which a special service or reviews are requisite by the manufacturer or supplier, the Contractor is obliged to provide SE with a written service plan or a plan of mandatory reviews over the warranty period, along with drafts of relevant service contracts with the entities authorized to carry out such service or review.
14.7 The warranty does not apply If performance which is purchased by the Contractor from a third party for resale to defects notified following the expiration of the warranty period.
14.8 In the event of the notification of a defect SE is covered by a warranty provided by the quality warranty or third party, this must not be shorter than the statutory liability for defects, the Client is entitled to free repair of the defect. The Client is not entitled to other remedies.
14.9 The Client shall start removing the defect period pursuant to Section 14.8 without undue delay. If the defect cannot be remedied immediately, CoD shall notify the Client of the expected date of the removal of the defect.
14.10 The CoD is also entitled to temporarily remove the defect by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable for defects and the quality warranty shall not apply to defects occurring:
(a) through the operation of the Services (the deliverables thereunder) or part thereof in breach of the Documentation, the Services Agreement or this Agreement,
(b) through insufficient implementation of the Acceptance Tests by the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Client.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.clause
Appears in 1 contract
Sources: Contract for the Purchase of Supplies, Services or Works
Warranty and liability for defects. 14.1 Unless agreed otherwise in The Seller provide the Services Agreement, CoD provides to the Client the quality Buyer with warranty for the Services delivered Goods quality for period of 36 months from the date of Goods takeover by the Buyer. The Seller warrants that the Goods are delivered properly, timely and completely and shall retain the properties agreed in this Contract, respective Partial Contract, Specifications (Attachments 1 and 2 hereof) and in relevant applicable legal regulations and standards, and that the Goods shall not show any defects during the warranty period. The Seller is responsible also that the delivered Goods does not show any legal defects and no claims will be made by a third party due to infringement or threat of copyright, trademark rights or other similar rights. The Seller is responsible for defects of the Goods pursuant to the following termsprovisions of Article 422 of the Commercial Code and subsequent Articles thereof. The warranty period Seller is 12 months].
14.2 The quality warranty is a commitment by CoD that responsible for legal defects of the delivered Services (deliverables) will be suitable for use by Goods pursuant to the Client for provisions of Article 433 of the purpose agreed in Commercial Code and subsequent Articles thereof. In the Statement of Work (Services Agreement) case the Goods have any defects during the warranty period, and that during the Buyer has right to claim from the Seller the right to eliminate such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement).
14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period, if they consist of the code developed by CoD. Such defects will be removed by CoD free of charge.
14.4 On the other hand, the quality warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist of the code developed by CoD. Therefore, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of Work.
14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services.
14.6 The Client shall deliver to CoD requests for warranty repairs in written formdefects. The Client shall notify of Buyer is entitled to exercise this claim with the defects Seller in writing without undue delay of their finding.
14.7 The warranty does not apply to defects notified following after discovering a defect in the expiration Goods, however no longer than 30 days after the expiry of the warranty period.
14.8 period according to paragraph Error: Reference source not found of this Article hereof. for the purposes of exercising the Buyer’s claim to eliminate defects in the Goods (hereinafter referred to as “Notification of Defect in the Goods“) the Seller shall notify the Buyer of appropriate e-mail address(es) till delivering the Goods as the latest. The Notification of Defect in the Goods deems delivered to the Seller at the moment of its sending to the Seller’s e-mail address as per the preceding sentence (or to other Seller’s e-mail address, if the Seller does not notify the Buyer of appropriate e-mail address by that time). In the event of exercising the Buyer’s claim according to paragraph 1.5 of this Article hereof, the Seller obliged to eliminate the claimed defects in the Goods free of charge in one of the following methods: upon a repair of the Goods, or upon supplying substitutional goods to replace the defective Goods (i.e. substitutional performance by the Seller), whereas the right of choice between these defect claims belong to the Seller. The Buyer is obliged, at its own costs, to provide the Seller with reasonable cooperation in eliminating the claimed defect. If no effective remedy according to paragraph 1.6, section (i) or section (ii) of this Article hereof is possible, the Contracting Parties can agree on provision of reasonable discount of the purchase price for the Goods by the Seller. The Seller is obliged without delay, however no later than 10 business days upon delivering the Notification of Defect in the Goods according to paragraph 1.5 of this Article hereof to the Seller (unless the Contracting Parties agree on a longer period in justified cases), to deliver to the Buyer a written notification of the method of eliminating the defect in Goods by any of the methods according to paragraph 1.6 of this Article hereof, or written notification that the defect in the Goods cannot be effectively removed respectively. The Seller is obliged to commence the elimination of a defect covered by in the quality warranty Goods without undue delay, however no longer that 10 business days upon delivering the Notification of Defect in the Goods according to paragraph 1.5 of this Article hereof to the Seller (unless the Contracting Parties agree on a longer period in justified cases). The Seller is obliged to complete the elimination of a defect in the Goods without undue delay, however no longer than 3 months upon delivering the Notification of Defect in the Goods according to paragraph 1.5 of this Article hereof to the Seller. This period can be reasonably extended if the nature of the defect or the statutory liability for defectsmethod of its elimination objectively requires so, or if defect elimination is not feasible within the Client period according to the preceding sentence due to reasons which the Buyer is entitled to free solely responsible for. Also the Buyer may eliminate the defect by repair of the defect. The Client is not Goods at costs of the Seller whereas the Buyer is, at the same time, entitled to other remedies.
14.9 The Client shall start removing have the defect pursuant to Section 14.8 without undue delay. If in the Goods eliminated by a third party at costs of the Seller, if: the elimination of the defect cannot be remedied immediatelydelayed, CoD shall notify or the Client Seller has not delivered to the Buyer the notification according to paragraph 1.8 of this Article hereof in time, or the Seller does not commence the elimination of the expected date defect provably within the period according to paragraph 1.9 of this Article hereof, or the Seller does not eliminate the defect in the Goods within the period according to paragraph 1.10 of this Article hereof, whereas: in such events the Seller is obliged, for the purposes of eliminating the claimed defect, (a) no later than within the first (1st) business day following the delivery of the removal Buyer’s request to provide the Buyer with contact to its suitable authorized representatives and/or deliver its statement in writing to the eventual Buyer’s request for approval of a third party that the Buyer intends to entrust with elimination of the defect.
14.10 The CoD is also entitled to temporarily remove the defect by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable for defects and the quality warranty shall not apply to defects occurring:
(a) through the operation of the Services (the deliverables thereunder) or part thereof in breach of the Documentation, the Services Agreement or this Agreement,
and/or (b) through insufficient implementation without delay, however no later than within 5 business days, to deliver its statement in writing to the Buyer’s request for approval of suggested method of defect elimination; in the case of elimination of the Acceptance Tests by claimed defect according to this paragraph 1.11 of this Article hereof, the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use rights and/or claims of the Services (Buyer resulting from the deliverables thereunder) or a part thereof by the Client or a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect Article hereof remain unaffected exempt for those parts of the prescribed Goods that were subject to the repair according to this paragraph 1.11 of this Article hereof performed by the Buyer (or by ▇▇▇▇▇ entrusted third party not being any Seller’s authorized representative respectively) without prior consent of the Seller; the Buyer’s rights and/or claims according to section (ii) of this paragraph 1.11 of this Article hereof remain unaffected also in the case, when the Buyer eliminates the defect without Seller’s preceding consent, is the Seller has not met any of its obligations according to section (i) of this paragraph 1.11 of this Article hereof. The Seller obliged to eliminate, within the deadlines according to this Article hereof, also the defects in the Goods claimed by the Buyer pursuant to this paragraph Error: Reference source not found of this Article hereof, the liability for which the Seller refuses, whereas in such case the Seller is entitled to reimbursement of reasonable price for defect elimination, which the Contracting Parties shall determine upon mutual agreement on the basis of Seller’s proposal. In such case, the burden of proof is at Seller’s party. A material breach of the Contract by the Seller shall also be considered if the Seller: notifies the Buyer that the defect, which the Seller is liable for, cannot be effectively eliminated by any of the methods according to paragraph 1.6 of this Article hereof and the Contracting Parties do not achieve any agreement on reasonable discount from the purchase price according to paragraph 1.7 of this Article hereof, or does not complete the elimination of defect in the Goods, which the Seller is liable for, even in an additional period of 1 month after ▇▇▇▇ expiry of the period according to paragraph 1.10 of this Article hereof, or refuses to eliminate the claimed defect in the Goods without any relevant reason. The case when the same defect in the Goods occurs repeatedly even despite its elimination by one of the methods according to paragraph 1.6 of this Article hereof, deems a material breach of this Contract by the Seller. The Seller’s warranty according to this paragraph Error: Reference source not found of this Article hereof does not relate to the defects that have arisen in consequence of: normal wear and tear of the Goods, or installation, utilization and/or maintenance of the information system Goods, or a part thereof other handling of the Goods respectively, by the Client.
14.12 Buyer in contrary to appropriate manuals for operation and maintenance of the Goods or other instructions of the Seller, or repair or modification of the Goods by the Buyer (or by ▇▇▇▇▇ entrusted third party who is not any Seller’s authorized representative) without prior consent of the Seller, however excluding the cases according to paragraph 1.11 of this Article hereof. Claims for defects of the Goods do not affect the Buyer’s claims for damages under this Contract or claims for contractual penalties under this Contract. A Contracting Party is liable for damage suffered by other Contracting Party in consequence of breaching it obligations resulting from this Contract and/or Partial Contract. The responsibility Contracting Parties have agreed, with regard to all circumstances related to the conclusion of this Contract and respective Partial Contract, that the maximal amount of damage, which the Contracting Parties may claim for in performing the Partial Contract, shall not exceed the amount of the total purchase price specified in the respective Partial Contract. At the same time, the Contracting Parties have agreed that they shall mutually compensate only for the creationactual damage whereas the compensation for lost profit and consequential damages is excluded. For avoidance of doubt, use and operation of data in for the information system lies solely with the Client or the third-party technology partner providing solutions to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions purposes of this Section 14Contract the consequential damages are understood the following damages: loss and/or deferral of production, loss of product, loss of equipment use, loss of revenue, profit or anticipated profit, loss of opportunity, equipment standby time and/or downtime, and increased overhead.
Appears in 1 contract
Sources: Framework Purchase Contract
Warranty and liability for defects. 14.1 Unless agreed otherwise in the Services Agreement, CoD provides to the Client the quality warranty for the Services pursuant to the following terms12.1. The warranty period shall be 12 months from the delivery ex works SEALPAC FACTORY, but no longer than 15 months from readiness for dispatch if delivery is 12 months]delayed due to reasons beyond SEALPAC's reasonable control. The warranty shall expire prematurely if the customer or a third party undertakes inappropriate modifications or repairs or if the customer, in the case of a defect, neither does not immediately take all appropriate steps to mitigate the damages nor gives SEALPAC the opportunity to remedy such defects.
14.2 The quality warranty is a commitment by CoD that 12.2. Upon written request of the delivered Services (deliverables) customer, SEALPAC will be suitable for use by take all necessary measures, at its option, to repair or replace as quickly as possible any parts of the Client for supplies which, before the purpose agreed in the Statement expiry of Work (Services Agreement) during the warranty period, and that during such period they will retain are proven to be defective or unusable due to bad material, faulty design or poor workmanship. Replaced parts shall become the agreed characteristics specified in the Statement property of Work (Services Agreement)SEALPAC.
14.3 The quality 12.3. Any express warranty applies as to performance and/or use characteristics given by SEALPAC shall be legally binding only if agreed in writing, and if installation is carried out by SEALPAC or takes place under SEALPAC's supervision. Such warranties shall be subject to defects found in the Services and reported in the warranty period, if they consist of the code developed by CoD. Such defects will be removed by CoD free of chargea reasonable tolerance.
14.4 On the other hand, the quality 12.4. Excluded from warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist of the code developed by CoD. Therefore, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and SEALPAC are all deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of Work.
14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form. The Client shall notify of the defects without undue delay of their finding.
14.7 The warranty does not apply to defects notified following the expiration of the warranty period.
14.8 In the event of the notification of a defect covered by the quality warranty or the statutory liability for defects, the Client is entitled to free repair of the defect. The Client is not entitled to other remedies.
14.9 The Client shall start removing the defect pursuant to Section 14.8 without undue delay. If the defect which cannot be remedied immediatelyproven to have resulted from bad material, CoD shall notify faulty design or poor workmanship, e.g., those resulting from normal wear and tear, improper maintenance, failure to observe the Client operating instructions, excessive use, use of the expected date of the removal of the defectunsuitable consumables, chemical or electrolytic influences, construction or installation work not undertaken by SEALPAC, or resulting from other circumstances beyond SEALPAC's reasonable control.
14.10 The CoD is also entitled 12.5. With respect to temporarily remove the defect supplies and services provided by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable for defects and the quality warranty shall not apply to defects occurring:
(a) through the operation of the Services (the deliverables thereunder) or part thereof in breach of the Documentation, the Services Agreement or this Agreement,
(b) through insufficient implementation of the Acceptance Tests subcontractors requested by the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable lawcustomer, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality SEALPAC assumes warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Client.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects only to the extent of such subcontractors' warranty and the repair will be billed according liability obligations in relation to CoD‘s current price listSEALPAC.
14.15 CoD‘s costs for activities relating to the analysis 12.6. Any warranties set forth herein are exclusive and in lieu of raised issues that are not covered by the quality any other express, implied, oral or written warranty or liability for defects are borne by the Clientstatements.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.
Appears in 1 contract
Warranty and liability for defects. 14.1 Unless agreed otherwise in 1.1. The Seller provide the Services Agreement, CoD provides to the Client the quality Buyer with warranty for the Services delivered Goods quality for period of 36 months from the date of Goods takeover by the Buyer.
1.2. The Seller warrants that the Goods are delivered properly, timely and completely and shall retain the properties agreed in this Contract, respective Partial Contract, Specifications (Attachments 1 and 2 hereof) and in relevant applicable legal regulations and standards, and that the Goods shall not show any defects during the warranty period.
1.3. The Seller is responsible also that the delivered Goods does not show any legal defects and no claims will be made by a third party due to infringement or threat of copyright, trademark rights or other similar rights.
1.4. The Seller is responsible for defects of the Goods pursuant to the following termsprovisions of Article 422 of the Commercial Code and subsequent Articles thereof. The warranty period Seller is 12 months]responsible for legal defects of the Goods pursuant to the provisions of Article 433 of the Commercial Code and subsequent Articles thereof.
14.2 The quality warranty is a commitment by CoD that 1.5. In the delivered Services (deliverables) will be suitable for use by case the Client for the purpose agreed in the Statement of Work (Services Agreement) Goods have any defects during the warranty period, and that during the Buyer has right to claim from the Seller the right to eliminate such period they will retain defects. The Buyer is entitled to exercise this claim with the agreed characteristics specified Seller in writing without undue delay after discovering a defect in the Statement Goods, however no longer than 30 days after the expiry of Work the warranty period according to paragraph 1.1 of this Article hereof. For the purposes of exercising the Buyer’s claim to eliminate defects in the Goods (Services Agreementhereinafter referred to as “Notification of Defect in the Goods“) the Seller shall notify the Buyer of appropriate e-mail address(es) till delivering the Goods as the latest. The Notification of Defect in the Goods deems delivered to the Seller at the moment of its sending to the Seller’s e-mail address as per the preceding sentence (or to other Seller’s e-mail address, if the Seller does not notify the Buyer of appropriate e-mail address by that time).
14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period, if they consist of the code developed by CoD. Such defects will be removed by CoD free of charge.
14.4 On the other hand, the quality warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist of the code developed by CoD. Therefore, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of Work.
14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form1.6. The Client shall notify of the defects without undue delay of their finding.
14.7 The warranty does not apply to defects notified following the expiration of the warranty period.
14.8 In the event of exercising the Buyer’s claim according to paragraph 1.5 of this Article hereof, the Seller obliged to eliminate the claimed defects in the Goods free of charge in one of the following methods:
(i) upon a repair of the Goods, or
(ii) upon supplying substitutional goods to replace the defective Goods (i.e. substitutional performance by the Seller), whereas the right of choice between these defect claims belong to the Seller. The Buyer is obliged, at its own costs, to provide the Seller with reasonable cooperation in eliminating the claimed defect.
1.7. If no effective remedy according to paragraph 1.6, section (i) or section (ii) of this Article hereof is possible, the Contracting Parties can agree on provision of reasonable discount of the purchase price for the Goods by the Seller.
1.8. The Seller is obliged without delay, however no later than 10 business days upon delivering the Notification of Defect in the Goods according to paragraph 1.5 of this Article hereof to the Seller (unless the Contracting Parties agree on a longer period in justified cases), to deliver to the Buyer a written notification of the method of eliminating the defect in Goods by any of the methods according to paragraph 1.6 of this Article hereof, or written notification that the defect in the Goods cannot be effectively removed respectively.
1.9. The Seller is obliged to commence the elimination of a defect covered by in the quality warranty Goods without undue delay, however no longer that 10 business days upon delivering the Notification of Defect in the Goods according to paragraph 1.5 of this Article hereof to the Seller (unless the Contracting Parties agree on a longer period in justified cases).
1.10. The Seller is obliged to complete the elimination of a defect in the Goods without undue delay, however no longer than 3 months upon delivering the Notification of Defect in the Goods according to paragraph 1.5 of this Article hereof to the Seller. This period can be reasonably extended if the nature of the defect or the statutory liability for defectsmethod of its elimination objectively requires so, or if defect elimination is not feasible within the Client period according to the preceding sentence due to reasons which the Buyer is entitled to free solely responsible for.
1.11. Also the Buyer may eliminate the defect by repair of the defect. The Client is not Goods at costs of the Seller whereas the Buyer is, at the same time, entitled to other remedies.
14.9 The Client shall start removing have the defect pursuant to Section 14.8 without undue delay. If in the Goods eliminated by a third party at costs of the Seller, if:
a) the elimination of the defect cannot be remedied immediatelydelayed, CoD shall notify the Client of the expected date of the removal of the defect.or
14.10 The CoD is also entitled to temporarily remove the defect by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable for defects and the quality warranty shall not apply to defects occurring:
(a) through the operation of the Services (the deliverables thereunder) or part thereof in breach of the Documentation, the Services Agreement or this Agreement,
(b) through insufficient implementation of the Acceptance Tests by the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are Seller has not covered by the quality warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Client.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions delivered to the Client (Third Party Software). The Client shall also act with Buyer the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed notification according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.paragraph
Appears in 1 contract
Sources: Framework Purchase Contract
Warranty and liability for defects. 14.1 Unless agreed otherwise 7.1. The Seller is obliged to deliver the Subject of Sale to the Buyer in the Services quantity, quality and design according to Annex 1 and 2 of this Agreement. The Seller declares, CoD provides in accordance with Section 2103 of the Civil Code, that the Subject of Sale is new and has no defects. The Seller warrants that the Subject of Sale, or parts thereof, are free from the third-party rights and are not subject to any legal or factual defects that would prevent their proper use and performance of this Agreement.
7.2. The Seller is liable for the risk of damage to any part of the Subject of Sale until the acceptance of the Subject of Sale by the Buyer, i.e. the risk of damage to the Client Subject of Sale passes to the quality Buyer at the moment of signing the handover protocol according to paragraph 3.4 of this Agreement.
7.3. In accordance with Section 2113 et seq. of the Civil Code, the Seller provides a warranty for the quality of the Subject of Sale and the Related Supplies and Services pursuant to for a period of 12 months from the following termsdate of signing the handover protocol by both Contracting Parties (the “Warranty Period”).
7.4. The Warranty Period is suspended for the duration of any defect that prevents the use of the Subject of Sale, i.e. the period from the exercise of the right of liability for defects until the defect is removed is not included in the Warranty Period. In case of remedying the defect by delivery of a substitute performance, the new warranty period is 12 months]for this substitute performance shall run for the original length from the date of its protocol acceptance by the Buyer.
14.2 The quality warranty is a commitment by CoD 7.5. Under the warranty, the Seller undertakes that the delivered Services (deliverables) Subject of Sale will be suitable for use the agreed and usual purposes for the duration of the Warranty Period and that it will retain the required features. Therefore, the Contracting Parties declare that they consider the agreed purpose and required features as set out in Annexes 1 and 2 to this Agreement.
7.6. The Subject of Sale shall be deemed defective unless it, upon acceptance by the Client Buyer or at any time during the Warranty Period:
a) has the features set out in this Agreement, b) is suitable for the purpose agreed set out in the Statement of Work (Services this Agreement, c) during the warranty period, and that during such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement)is free from legal defects.
14.3 7.7. The quality warranty applies only to Buyer shall claim the identified defects found in the Services and reported in the warranty period, if they consist of the code developed Subject of Sale in writing through the mail service provider or by CoD. Such defects will be removed electronic mail, i.e. by CoD free e-mail to the contact address of chargethe Seller: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇-▇▇▇▇▇▇.▇▇▇. In the complaint, the Buyer shall provide a description of the defect or specify how the defect manifests itself.
14.4 On 7.8. The defect is claimed in time if the other handwritten form of the claim is sent to the Seller no later than on the last day of the Warranty Period. The defect is claimed in time if the written form of the claim is sent to the Seller no later than on the last day of the Warranty Period. If the end of the Warranty Period is on Saturday, Sunday, or a public holiday, the quality warranty nor defect is claimed in time if the liability of CoD for defects apply to any defects or deficiencies which do not consist written form of the code developed by CoD. Thereforeclaim is sent to the Seller on the nearest working day.
7.9. Unless the Contracting Parties agree otherwise in writing, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in Seller is obliged to commence the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part remedying of the Services that was developed by CoD but that originated in claimed defect within 10 working days and to remedy the Third-Party Software and/or claimed defect within 15 working days from the Existing Client Systems, (iv) in the operation date of commencement of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of Work.
14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form. The Client shall notify of the defects without undue delay of their finding.
14.7 The warranty does not apply to defects notified following the expiration of the warranty period.
14.8 In the event of the notification of a defect covered by the quality warranty or the statutory liability for defects, the Client is entitled to free repair remedying of the defect. The Client is not entitled Seller undertakes to other remediesuse only new, unused, and original spare parts when repairing the Subject of Sale.
14.9 The Client shall start removing the defect pursuant to Section 14.8 without undue delay7.10. If the Seller does not proceed to remove the claimed defect within the agreed period, the Buyer is entitled to commission a third party to remove the defect. All costs so incurred shall be paid by the Seller to the Buyer.
7.11. The Seller is obliged to remedy the claimed defects of the Subject of Sale primarily at the place of performance according to paragraph 3.1 of this Agreement. Any costs of transport of the Subject of Sale for the purpose of remedying the claimed defects outside the place of performance shall be borne by the Seller. The Seller is obliged to remedy the defects at its own expense. The Seller shall pay all costs incurred by the Buyer in connection with the remedying of the defect.
7.12. The Buyer has the right to demand the remedy of the defect through the delivery of a new Subject of Sale or the replacement of its part if the same defect occurs again after the first repair, or if the Buyer cannot be remedied immediately, CoD properly use the Subject of Sale due to a significant number of defects.
7.13. The Buyer is obliged to provide the Seller with the necessary cooperation to remedy defects.
7.14. The Contracting Parties shall notify the Client of the expected date of draw up a protocol on the removal of the defect. The draft protocol shall be prepared by the Seller.
14.10 7.15. The CoD is also entitled to temporarily remove Contracting Parties hereby exclude the defect by proposing a procedure to prevent the manifestation application of Section 1925 of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable for defects and the quality warranty shall not apply to defects occurring:
(a) through the operation of the Services (the deliverables thereunder) or part thereof in breach of the DocumentationCivil Code, the Services Agreement or this Agreement,
(b) through insufficient implementation of sentence after the Acceptance Tests by the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Clientsemicolon.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.
Appears in 1 contract
Sources: Purchase Agreement
Warranty and liability for defects. 14.1 Unless agreed otherwise in the Services Agreement, CoD 8.1. The seller provides to the Client the quality a warranty for the Services pursuant goods for the length specified in the purchase contract or on the warranty card. Unless otherwise stated, the seller provides a warranty of 24 months, which starts on the day following the date of delivery of the goods to the following termspurchaser. The warranty period is 12 months]of quality does not cover common wear and tear of the goods.
14.2 The quality warranty is a commitment by CoD that the delivered Services (deliverables) will be suitable for use by the Client for the purpose agreed in the Statement of Work (Services Agreement) during the warranty period, and that during such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement).
14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period, if they consist of the code developed by CoD. Such defects will be removed by CoD free of charge.
14.4 On the other hand, the quality warranty nor the liability of CoD for defects apply to any defects or deficiencies which do not consist of the code developed by CoD. Therefore, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found in the Third-Party Software and/or the Existing Client Systems, (ii) listed below in Section 14.11, (iii) relating to a part of the Services that was developed by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in the operation of the Services (deliverables) in breach of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating to the use of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Client, if they are required under the relevant Statement of Work.
14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form8.2. The Client shall notify of purchaser is obliged to inspect the defects goods without undue delay at the place and time of their findingreceipt or upon receipt of the consignment with the goods. If any defects are found, he will draw up a protocol of acceptance stating the result of this inspection and deliver it to the seller.
14.7 8.3. The warranty does not apply purchaser shall inspect the goods without undue delay on taking over the goods in the factory or when receiving a consignment of the goods, and if any defects are identified it shall write a takeover protocol on the result of this inspection and deliver it to the seller.
8.4. Obvious defects notified following and incorrect amounts of the expiration goods delivered identified during the inspection of the goods during the takeover procedure shall be reported by the purchaser at the latest within 5 days from the day the goods are taken over by the purchaser.
8.5. Hidden defects of the goods that the purchaser should identify if due care was executed during the inspection or which may be identified later shall be reported in written by the purchaser without undue delay after such discovery, however, before the end of the warranty period.
14.8 In 8.6. When making a warranty claim, purchaser specifies defects and shortcomings in sufficient detail by stating the event type, production number of the notification goods and manifestations of a defect the defects.
8.7. Non-reporting of defects within the prescribed periods means that the purchaser accepted the consignment without reservation and forfeits the rights attributable to defective performance.
8.8. The seller is entitled to verify the warranty claim at the place where the relevant goods covered by the quality warranty are located, and the purchaser is obliged to comply with this request.
8.9. If it is identified that a claimed defect is a result of incorrect use of the goods, a result of unskilled handling of the goods or the statutory liability for defectsa consequence of careless treatment, the Client is entitled purchaser shall forfeit the rights attributable to free repair defective performance.
8.10. If a claimed defect amounts to defective performance, the dates and means for remedying the defective performance at its sole discretion determines the seller (i.e. elimination of the defect, replacement of the goods or a discount of the purchase price). The Client seller shall inform the purchaser about the determined dates and means.
8.11. Should the seller fail to remedy the defective performance within the determined date and the seller fail to remedy within an additional period of 30 days after the lapse of the determined date, the purchaser is entitled to: (i) withdraw from the purchase agreement, or request (ii) a discount of the purchase price. The purchaser shall report its decision to withdraw from the purchase agreement to the seller in writing within 10 days from the additional period to remedy lapses. If this period is not observed, the right to withdraw from the agreement due to existence of the defect in question becomes void.
8.12. The purchaser is not entitled to other remedies.
14.9 The Client shall start removing the defect pursuant to Section 14.8 without undue delayeliminate defects on its own or via third parties. If the defect cannot be remedied immediately, CoD shall notify purchaser interferes in any way with the Client structure of the expected date product or its packaging, it forfeits the rights attributable to defective performance and warranty.
8.13. The purchaser compensates the seller any incurred material and/or non-material harm. The obligation of the removal seller to compensate the purchaser for any incurred non- material harm is herewith excluded. The obligation of the defect.
14.10 The CoD is also entitled seller to temporarily remove compensate the defect by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable purchaser for defects and the quality warranty any caused material harm (including any potential raised claims) shall not apply to defects occurring:
(a) through exceed the operation purchase price under the purchase agreement on the basis of which the Services (the deliverables thereunder) or part thereof in breach of the Documentationharm was caused, the Services Agreement or this Agreement,
(b) through insufficient implementation of the Acceptance Tests by the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof without the prior written consent of CoD,
(e) through modification of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Clientclaim was raised.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.
Appears in 1 contract
Sources: Terms of Business
Warranty and liability for defects. 14.1 1. Unless the product documentation or confirmation of the Buyer’s order by PBS or the Contract specify for the respective product, service or another performance of PBS otherwise, PBS shall provide the Buyer with a warranty (quality guarantee) for 12 months from the date of handover of the Subject of Performance to the Buyer, or of delivery to the place of delivery according to the agreed delivery terms, whichever comes first.
2. The Buyer is obliged to claim the quantity or obvious defects of the Subject of Performance within 7 days from the Subject of Performance handover to the Buyer, or at the time of delivery of the Subject of Performance to the place of delivery according to the agreed delivery conditions, whichever occurs sooner. Other defects must be claimed by the Buyer within the determined warranty period. Any claim shall be considered a timely claim if it has been sent by the Buyer on the last day of the time period, otherwise the right to claim quantity or obvious defects ceases to exist.
3. The Buyer is obliged to claim defects of the Subject of Performance in writing (by a registered letter or electronically), immediately after the defect is detected. In the claim document, the Buyer shall describe the defect detected or shall specify how it is manifested and/or, where applicable, provide documents regarding the defect detected, and, concurrently, shall specify its requirements in respect of the method of the defect removal, as well as the time period within which the defect is to be remedied. The Buyer is obliged to notify the Seller of the forecast costs associated with the defect removal or repair. Until the claim is settled, the Buyer is obliged to stop any work on the Subject of Performance claimed and store thereof separately. Where a replacement Subject of Performance is provided, the Purchaser is obliged to return the defective Subject of Performance according to the transport requirements specified by the Seller.
4. The Buyer is obliged to notify PBS in writing other defects covered by the warranty, as well as of any defects existing in the Services AgreementSubject of Performance at the time of handover, CoD provides within 3 days after the defect has been or should have been discovered, otherwise the Buyer’s rights from defects shall cease to exist. Any defect must be notified in writing, preferably via the web form at ▇▇▇▇▇://▇▇▇.▇▇▇.▇▇/en/products/service-and- maintenance/reclamation, and, for these purposes, the written form shall also mean email. Each warranty claim shall be examined by PBS within 30 calendar days, and the Buyer shall be notified in writing whether or not the claim is justified. The choice of claim under defective performance shall be determined by PBS. PBS shall, at its sole discretion, remove the defect by repairing or replacing the defective product (or any part thereof) with a defect- free product or by providing a reasonable discount from the purchase price. Defective parts replaced free of charge may be kept by PBS. Unless the Parties agree otherwise, the Buyer’s right to receive a reasonable discount from the purchase price shall only pertain to the Client Buyer, if repair or replacement of a defective product, or any part thereof is not economical or ineffective or if PBS is not able to carry our the quality warranty repair within the agreed time period or the repair or replacement cannot be carried out due to non-existence or unavailability of the part that could by replaced for the Services pursuant defective part, always at the choice of PBS.
5. Any Buyer’s rights under the warranty or defective performance shall be excluded if the defect results from normal wear and tear, mechanical damage to the following terms. The warranty period product during the operation or manipulation thereof, or otherwise, improper storage, modification or disassembly of the product by any person other than a technician fully trained in the field, through the fault or omission of the Buyer, improper or non-recommended use of the product, or operation of the product in a mode other than the one for which the product is 12 months]designed, for example, failure to observe the installation, assembly, operation and maintenance instructions.
14.2 The quality 6. Any Buyer’s rights under defective performance shall also be excluded should the Buyer fail to provide assistance necessary to examine whether the warranty claim is justified.
7. If the Buyer has not paid the price of the subject of performance properly and timely, PBS is entitled to refuse to settle the warranty claim, until the Buyer provides a commitment by CoD that the delivered Services (deliverables) will be suitable remedy.
8. Under no circumstances, PBS shall assume responsibility for use defects, incompleteness, discrepancies or inconsistencies arising from models, drawings, designs, blueprints, production documentation or other information provided by the Client for Buyer. PBS is not obliged to notify the purpose agreed in Buyer of the Statement of Work (Services Agreement) during the warranty period, and that during such period they will retain the agreed characteristics specified in the Statement of Work (Services Agreement)defects above.
14.3 The quality warranty applies only to defects found in the Services and reported in the warranty period9. In addition, if they consist of the code developed by CoD. Such defects will be removed by CoD free of charge.
14.4 On the other hand, the quality warranty nor the liability of CoD PBS is not responsible for defects apply to any defects or deficiencies which do not consist of the code developed by CoD. Therefore, the warranty does not apply and CoD’s liability for defects does not arise in particular, without limitation, in case of defects and deficiencies (i) found inconsistencies in the Third-Party Software and/or the Existing Client Systems, product functionality (iimanifestation of defects) listed below in Section 14.11, (iii) relating to a part of the Services that was developed caused by CoD but that originated in the Third-Party Software and/or the Existing Client Systems, (iv) in interference with the operation of the Services Buyer’s system/equipment/product or the system/equipment/product supplied by a third party.
10. If PBS is not responsible for the defect, any costs on the works performed (deliverables) in breach repair and/or delivery of the Documentation, the Statement of Work and/or the Services Agreement and/or the terms and conditions relating replacement goods or product) shall be charged to the use Buyer based on the currently valid standard PBS’s price list, as well as any costs of the Third-Party Software; and/or (v) in insufficient implementation of the Acceptance Tests by the Clientdispatch, if they are required under the relevant Statement of Workloading and unloading and preparatory work.
14.5 The warranty period with respect to any handed over and accepted part of the Services shall start running upon the acceptance by the Client of such part of the Services.
14.6 The Client shall deliver to CoD requests for warranty repairs in written form. The Client shall notify of the defects without undue delay of their finding.
14.7 The warranty does not apply to defects notified following the expiration of the warranty period.
14.8 In the event of the notification of a defect covered by the quality warranty or the statutory liability for defects, the Client is entitled to free repair of the defect. The Client is not entitled to other remedies.
14.9 The Client shall start removing the defect pursuant to Section 14.8 without undue delay11. If the defect cannot warranty claim is justified, the warranty period shall be remedied immediately, CoD shall notify extended by the Client of time period required to settle the expected date of the removal of the defectclaim.
14.10 12. The CoD is also entitled to temporarily remove the defect warranty (quality guarantee) provided hereunder supersedes any rights arising from defective performance provided for by proposing a procedure to prevent the manifestation of the defect during the Client’s usual operations until the defect is finally remedied.
14.11 CoD is not liable for defects and the quality warranty law; this shall not apply to the PBS’s liability for apparent defects occurring:
(a) through existing at the operation time of handover of the Services (Subject of Performance.
13. Unless agreed otherwise, any ▇▇▇▇▇’s claims arising from the deliverables thereunder) or part thereof in breach of the DocumentationContract by PBS, based on mal-performance or non- performance by PBS shall become time-bared 12 months after the Services Agreement or this Agreement,respective claim has arisen at the latest.
(b) through insufficient implementation of 14. Rights under the Acceptance Tests by the Client,
(c) through unauthorized or inappropriate interference in the Services (the deliverables thereunder) or a part thereof or the improper use of the Services (the deliverables thereunder) or a part thereof by the Client or warranty cannot be assigned to a third party,
(d) through modification or any other interference with the Services (the deliverables thereunder) or a part thereof party without the prior written consent of CoD,PBS.
(e) through modification 15. The Buyer’s right to withhold a part of the Services (the deliverables thereunder) or a part thereof in breach of this Agreement or the Services Agreement or the applicable law, through the use of the Services (the deliverables thereunder) or part thereof in a different than the operating and/or database environment defined by CoD, or through the use of the Services (the deliverables thereunder) or a part thereof in a different version than such supported by CoD; all without the prior written consent of CoD,
(f) through interference in data structures outside the relevant software,
(g) through interference in data outside the relevant software,
(h) through installation of other software that interacts with software supplied by CoD in the Client’s information system in which the software supplied by CoD is operated, without CoD‘s consent,
(i) through changing the parameters of the Client‘s information system environment in which the supplied software is operated, without the prior written consent of CoD,
(j) through components of the Client’s information system that are not covered by the quality warranty pursuant to this Agreement,
(k) through the effects of computer viruses, if not introduced into the information system by CoD,
(l) through the neglect of the prescribed maintenance of the information system or a part thereof by the Client.
14.12 The responsibility for the creation, use and operation of data in the information system lies solely with the Client or the third-party technology partner providing solutions price corresponding to the Client (Third Party Software). The Client shall also act with the usual care and prevent possible damage by performing security backups of data in accordance with the rules common Buyer’s entitlement to data management in information systems. CoD shall not be liable for damages resulting from the loss or damage of data or data structures of the Client, even if they occurred during the use of a performance supplied by CoD covered by the quality warranty, unless the loss or damage of data was caused by a defect in the Services (the deliverables thereunder) or part thereof pursuant to Section 14.3discount is excluded.
14.13 The warranty does not apply to Services the quality of which has been continuously checked by the Client during their provision, such as the Client’s training.
14.14 If the Client requests the repair of a defect that is not covered by the quality warranty or liability for defects, CoD and the Client shall agree on the terms of the repair. CoD shall inform the Client in advance that a requested service is not covered by the quality warranty or liability for defects and the repair will be billed according to CoD‘s current price list.
14.15 CoD‘s costs for activities relating to the analysis of raised issues that are not covered by the quality warranty or liability for defects are borne by the Client.
14.16 Where a service agreement or technical support agreement is concluded and effective between the Parties, its provisions on warranty and/or liability for defects shall prevail over the provisions of this Section 14.
Appears in 1 contract
Sources: General Sales Terms and Conditions