Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which: 10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or 10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes. 10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods. 10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods: 10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and 10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3. 10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where: 10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or 10.4.2 the relevant defect was caused by damage in transit after delivery; or 10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or 10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or 10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach. 10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period. 10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract. 10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts. 10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose. 10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise. 10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract. 10.11 The Seller shall not be liable to the Buyer for any:
Appears in 3 contracts
Sources: Sales Contracts, Sales Contracts, Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions whereConditionswhere:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 3 contracts
Sources: Sales Contracts, Sales Contracts, Sales Contracts
Warranty and Liability. 10.1 8.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 8.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 8.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 8.2 Subject to the remainder of this Condition 108, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 8.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 8.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 8.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) which may be supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 8.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard standards in the jurisdiction to which the Buyer is subject tosubject, which are published from time to time, and the Buyer acknowledges and agrees that to hold the Seller will not be liable under Conditions 10.1 harmless and indemnified from any cost or 10.2 if damage incurred due to a breach by the Goods are used or applied in any way other than in accordance with Buyer of the provisions of this Condition 10.38.3.
10.4 8.4 The Seller will not be liable under Conditions 10.1 8.1 or 10.2 8.2 or under any other provision of these Conditions where:
10.4.1 8.4.1 notice of the breach should have been but was not given to the Seller under Condition 119; or
10.4.2 8.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 8.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 8.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors8.3; or
10.4.5 8.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 8.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 8.1 to 10.4 8.4 (inclusive) for the unexpired portion of the original residual Warranty Period.
10.6 8.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the 8.7 The remedies set out in this Condition 10 8 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- non-conformance of the Goods with the Seller’s specification. All Goods, and all warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contractshereby expressly excluded.
10.8 8.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from . The Buyer shall not rely on any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given enquiry, in good faith, but it is entirely for the Buyer to satisfy themselves fully as to determining the suitability of the Goods for any particular purpose.
10.9 8.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 8.10 Subject to Conditions 10.2 and 10.12Condition 8.2, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 8.11 The Seller shall not be liable to the Buyer for any:
Appears in 2 contracts
Sources: Sales Contracts, Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 2 contracts
Sources: Sales Contracts, Sales Contracts
Warranty and Liability. 10.1 Subject 8.1. The Customer is obliged to inspect the terms set out below goods for proper quality without delay and unless otherwise specified to notify the Seller of any defects immediately in writing, within eight (8) calendar days at the Seller warrants that on latest upon delivery of the Goods goods/services and before processing or using them, with an accurate description of the faults. This shall comply with the Seller’s specification for the Goodsalso apply to insufficient deliveries. The Seller reserves must be notified in any event of defects detected at a later time at the right latest within the same eight (8) calendar days period. In case defects are not notified in time, the goods/services shall be deemed approved even with respect to make any changes such defects. Without prejudice to the specification notice, any warranty claims must be claimed within six (6) months from the date of delivery/rendering of services.
8.2. Notification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do defects shall not materially alter release the quality or performance Customer from its payment obligation. It is a condition of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction warranty of the Seller not that the Customer has met all obligations, especially its payment obligations and has specified and advised the defects on time.
8.3. The warranty period is six months. The Seller is entitled to comply with rectify defects and/or damages at his option by replacement or improvement within a reasonable period. As long as the warranty at Condition 10.1 due to defects in materialsSeller makes use of this right, workmanship the Customer has no right of cancellation, price reduction or composition monetary compensation.
8.4. Further processing or editing of the goods by the Customer or by third parties (other t han a composition specified than the Seller) and/or use of the goods by third parties to whom the Buyer) Customer has made available the Seller will eithergoods shall lead to warranty being excluded.
8.5. Should the Customer refuse to accept the delivered goods contrary to its obligation under clause 5.4., it shall ensure that the goods are properly unloaded, stored and held at the Seller’s option, replace such Goods or refund the Price disposal.
8.6. In negotiations about notices of the Goods. If the Seller does this it will have no further liability to the Buyer. If defects the Seller does not do this, it will waive the right to claim that the defect was notified late or not in sufficient detail.
8.7. The Seller shall only be liable if the Customer is able to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging prove that the Seller acted with blatantly gross negligence or willful intent; this shall not in any circumstances (except where required by law) be obliged apply to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI personal injury. Any other liability is excluded, including compensation for lost profit, damage to property and ISO international standards and/or losses of the equivalent standard in Customer based on the jurisdiction to which claims of third parties against the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 Customer. The Seller will is not be liable either insofar as permissible under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyerapplicable laws, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of damage to data. The Customer shall estimate any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer claims for any:damages
Appears in 2 contracts
Sources: General Terms and Conditions of Sale and Delivery, General Terms and Conditions of Sale and Delivery
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage any acts, omissions or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statuteotherwise), common law or otherwise) are in particular Title 1 of Book 7 of the Dutch Civil Code, is excluded from these Conditions and all Contractsin relation to any Contract.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in based on tort (including negligence and breach of statutory duty), misrepresentation, under statute onrechtmatige daad) or otherwisedefault (toerekenbare tekortkoming) or any other ground, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Sellercaused, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 9.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 9.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 9.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 9.2 Subject to the remainder of this Condition 109, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 9.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 9.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 9.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), ) (if any such instructions are supplied by the Seller to the Buyer any) (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 9.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard standards in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 9.1 or 10.2 9.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.39.3.
10.4 9.4 The Seller will not be liable under Conditions 10.1 9.1 or 10.2 9.2 or under any other provision of these Conditions where:
10.4.1 9.4.1 notice of the breach should have been but was not given to the Seller under Condition 1110; or
10.4.2 9.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 9.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 9.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 9.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 9.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 9.1 to 10.4 9.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 9.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 9.7 Subject to Condition 10.129.12, the remedies set out in this Condition 10 9 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- non-conformance of the Goods with the Seller’s specification. All To the extent permitted by PRC law, all warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 9.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- sub-contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 9.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 9.10 Subject to Conditions 10.2 9.2 and 10.129.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125100% of the Price paid or payable under the Contract.
10.11 9.11 The Seller shall not be liable to the Buyer for any:
9.11.1 loss of profit (direct or indirect); or
9.11.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect); or
9.11.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect); or
9.11.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect); or
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions whereConditionswhere:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions whereConditionswhere:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after deliveryafterdelivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the GoodsGoods within 30 days thereof. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure ensure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions Conditions
10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful willful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- non-conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the SellerUNLESS OTHERWISE AGREED IN WRITING BY THE SELLER, the Seller does not warrant the fitness of the Goods for any particular purposeTHE SELLER DOES NOT WARRANT THE FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are soldEVEN IF THAT PURPOSE IS KNOWN TO THE SELLER AND NO SUCH WARRANTY IS TO BE IMPLIED FROM THE NAME OR DESCRIPTION UNDER WHICH THE GOODS ARE SOLD, nor from any advice or recommendation given by the SellerNOR FROM ANY ADVICE OR RECOMMENDATION GIVEN BY THE SELLER, its employeesITS EMPLOYEES, agents and/or sub- contractorsAGENTS AND/OR SUB-CONTRACTORS. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faithANY SUGGESTION OR REPRESENTATION CONCERNING ANY POSSIBLE USE OR APPLICATION OF THE GOODS MADE BY THE SELLER IN ANY SALES OR MARKETING LITERATURE OR IN ANY RESPONSE TO A SPECIFIC INQUIRY IS GIVEN IN GOOD FAITH, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purposeBUT IT IS ENTIRELY FOR THE BUYER TO SATISFY THEMSELVES FULLY AS TO THE SUITABILITY OF THE GOODS FOR ANY PARTICULAR PURPOSE.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions SUBJECT TO CONDITIONS 10.2 and AND 10.12, THE SELLER’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE CONTRACT, WHETHER IN TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY), MISREPRESENTATION, UNDER STATUTE OR OTHERWISE, HOWSOEVER CAUSED INCLUDING ANY LIABILITY ARISING DIRECTLY OR INDIRECTLY OUT OF A BREACH OF, OR A FAILURE TO PERFORM OR DEFECT OR DELAY IN PERFORMANCE OF, ANY OF THE SELLER’S OBLIGATIONS UNDER THE CONTRACT (WHETHER IN RELATION TO THE SUPPLY OR USE OF THE GOODS, OR OF THE PACKAGES, PALLETS, OR CONTAINERS BY WHICH THE GOODS ARE DELIVERED OR OTHERWISE) AND/OR WHERE CAUSED BY A DELIBERATE PERSONAL REPUDIATORY BREACH BY THE SELLER, SHALL BE LIMITED TO 125% OF THE PRICE PAID OR PAYABLE UNDER THE CONTRACT.
10.11 The Seller shall not be liable to the Seller’s maximum aggregate Buyer for any:
10.11.1 loss of profit (direct or indirect); or
10.11.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect); or
10.11.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect); or
10.11.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect); or
10.11.5 liability arising of the Buyer to third parties (whether direct or indirect); or
10.11.6 indirect, consequential or special loss, which arise out of or in connection with the Contract, whether in contract, tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of from a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited Seller subject always to 125% of the Price paid or payable under the ContractCondition 10.12.
10.11 The Seller shall not be liable 10.12 Nothing in these Conditions will operate to exclude or restrict one party’s liability (if any) to the Buyer other:
10.12.1 for any:death or personal injury resulting from its negligence or the negligence of a person for whom it is vicariously liable; or
10.12.2 for its fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation by a person for whom it is vicariously liable; or
10.12.3 for any matter for which it is not permitted by law to exclude or limit, or to attempt to exclude or limit, its liability.
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified s pecified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; orthe
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:; or
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.1210.11, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- non-conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law statute or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- sub-contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.1210.11, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:: 10.11.1 loss of profit (direct or indirect); or
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirementsrequirements (the “Requirements”); and/or
10.1.2 do not materially alter the quality or performance of the GoodsGoods (provided such changes conform to the Requirements), and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards standards, and/or the equivalent standard standards in the jurisdiction to which the Buyer is subject tosubject, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.12, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are to the fullest extent permitted by law excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.12, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Seller shall not be liable to the Buyer for any:
Appears in 1 contract
Sources: Sales Contracts
Warranty and Liability. 10.1 Subject to the terms set out below and unless otherwise specified in writing, the Seller warrants that on delivery the Goods shall comply with the Seller’s specification for the Goods. The Seller reserves the right to make any changes to the specification of the Goods which:
10.1.1 are required to conform with any applicable safety, performance or other statutory or regulatory requirements; and/or
10.1.2 do not materially alter the quality or performance of the Goods, and the Buyer will not be entitled to reject the Goods, by reason of such changes.
10.2 Subject to the remainder of this Condition 10, if the Goods are proved to the reasonable satisfaction of the Seller not to comply with the warranty at Condition 10.1 due to defects in materials, workmanship or composition (other t han than a composition specified by the Buyer) the Seller will either, at the Seller’s option, replace such Goods or refund the Price of the Goods. If the Seller does this it will have no further liability to the Buyer. If the Seller does not do this, it will be liable to pay the Buyer a sum equal to 125% of the Price of the Goods that the Buyer has paid to the Seller in full for such Goods.
10.3 The Buyer agrees that it will, and that it will procure that its officers, employees, agents or sub-contractors will, only use or apply the Goods:
10.3.1 for the purposes and in the manner expressly set out in the Seller’s written instructions (including e-mail instructions) supplied by the Seller to the Buyer with, or in relation to, the Goods (including any applicable Material Safety Data Sheets), if any such instructions are supplied by the Seller to the Buyer (the Buyer acknowledging that the Seller shall not in any circumstances (except where required by law) be obliged to provide it with any such instructions); and
10.3.2 in accordance with any applicable BSI and ISO international standards and/or the equivalent standard in the jurisdiction to which the Buyer is subject to, which are published from time to time, and the Buyer acknowledges and agrees that the Seller will not be liable under Conditions 10.1 or 10.2 if the Goods are used or applied in any way other than in accordance with this Condition 10.3.
10.4 The Unless otherwise provided by law, the Seller will not be liable under Conditions 10.1 or 10.2 or under any other provision of these Conditions where:
10.4.1 notice of the breach should have been but was not given to the Seller under Condition 11; or
10.4.2 the relevant defect was caused by damage in transit after delivery; or
10.4.3 the defect in the Goods arises from wilful damage or negligence of the Buyer, its officers, employees, agents or sub-contractors; or
10.4.4 the relevant defect was caused or exacerbated by the Buyer using or applying the Goods in any way other than in accordance with Condition 10.3 or by any other improper use, handling, alteration, maintenance, storage or failure to comply with instructions provided with, or given by the Seller (whether oral or in writing) in relation to the Goods (if any), by the Buyer, its officers, employees, agents or subcontractors; or
10.4.5 the Buyer makes further use of the relevant Goods after discovering the relevant breach.
10.5 Any Goods which have been replaced will belong to the Seller and the Seller may require as a condition of any replacement or refund that the defective Goods are returned to the Seller. Any replacement Goods will be liable to replacement or refund under the terms specified in Conditions 10.1 to 10.4 (inclusive) for the unexpired portion of the original Warranty Period.
10.6 If any Goods have been modified or subjected to any process of manufacture or adaption after delivery then the Buyer will be deemed to have accepted such Goods as being in all respects in accordance with the Contract.
10.7 Subject to Condition 10.1210.12 and other provisions as may be required by law, the remedies set out in this Condition 10 will be the sole and exhaustive remedies of the Buyer in respect of any and all non- non-conformance of the Goods with the Seller’s specification. All warranties, conditions and other terms implied by law (whether as to quality, description or otherwise and whether by statute, common law or otherwise) are excluded from these Conditions and all Contracts.
10.8 Unless otherwise agreed in writing by the Seller, the Seller does not warrant the fitness of the Goods for any particular purpose, even if that purpose is known to the Seller and no such warranty is to be implied from the name or description under which the Goods are sold, nor from any advice or recommendation given by the Seller, its employees, agents and/or sub- contractors. Any suggestion or representation concerning any possible use or application of the Goods made by the Seller in any sales or marketing literature or in any response to a specific enquiry is given in good faith, but it is entirely for the Buyer to satisfy themselves fully as to the suitability of the Goods for any particular purpose.
10.9 The Buyer will indemnify the Seller in respect of all liabilities, damages, injuries, actions, suits, claims, demands, costs, charges, expenses, direct, indirect and consequential losses (all three of which terms include pure economic loss, loss of profits, loss of business, loss of contracts, loss of anticipated savings, depletion of goodwill and like loss), proceedings and legal costs and judgments which the Seller incurs or suffers as a consequence of any direct or indirect breach or negligent performance or failure in performance by the Buyer of the terms of the Contract or any acts or omissions of the Buyer in connection with the use or application of the Goods or otherwise.
10.10 Subject to Conditions 10.2 and 10.1210.12 and other provisions as may be required by law, the Seller’s maximum aggregate liability arising out of or in connection with the Contract, whether in tort (including negligence and breach of statutory duty), misrepresentation, under statute or otherwise, howsoever caused including any liability arising directly or indirectly out of a breach of, or a failure to perform or defect or delay in performance of, any of the Seller’s obligations under the Contract (whether in relation to the supply or use of the Goods, or of the packages, pallets, or containers by which the Goods are delivered or otherwise) and/or where caused by a deliberate personal repudiatory breach by the Seller, shall be limited to 125% of the Price paid or payable under the Contract.
10.11 The Unless otherwise provided by law, the Seller shall not be liable to the Buyer for any:
10.11.1 loss of profit (direct or indirect); or
10.11.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect); or
10.11.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect); or
10.11.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect); or
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Sources: Sales Contracts