Warranty Liability Clause Samples
The WARRANTY – LIABILITY clause defines the extent to which a party guarantees the quality or performance of goods or services and sets limits on their responsibility for any resulting damages or losses. Typically, this clause outlines what warranties are provided, such as assurances that products are free from defects, and specifies exclusions or limitations, like capping the amount recoverable for breaches or excluding certain types of damages. Its core function is to allocate risk between the parties by clarifying what is covered under warranty and limiting the provider's liability, thereby reducing uncertainty and potential disputes.
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Warranty Liability. 6.1 WACKER warrants solely that the PRODUCT delivered shall conform to the specifications set forth in Appendix A. Except for the warranty provided above, WACKER disclaims any and all other express or implied warranties with respect to the PRODUCT, and any warranty of merchantability or fitness for a particular purpose is expressly disclaimed.
6.2 BUYER’s exclusive remedy and ▇▇▇▇▇▇’▇ sole obligation for any claim or cause of action arising under this Agreement because of defective PRODUCT is expressly limited to either (i) the replacement of non-conforming PRODUCT or the repayment of the purchase price of the respective quantity of PRODUCT; OR (ii) payment not to exceed the purchase price of the specific quantity of PRODUCT for which damages are claimed. Any remedy is subject to BUYER giving WACKER notice as provided for in Section 5.3.
6.3 The parties agree that the remedies provided in this Agreement are adequate and that except as provided for above, neither party shall be liable to the other, whether directly or by way of indemnity or contribution for special, incidental, consequential or other damages arising from the breach of any obligation hereunder or for any other reason whatsoever, including actions for tort, strict or product liability, patent or trademark infringement except as provided for herein.
Warranty Liability. 4.1 UP42 warrants that it has sufficient ownership rights in the PRODUCT to make the PRODUCT available to the LICENSEE under the terms hereof.
4.2 The PRODUCT is provided on an as-is basis; UP42 expressly disclaim all warranties of non-infringement, merchantability, satisfactory quality, accuracy and fitness for a particular purpose and LICENSEE’s expectations and intended purpose, nor that the PRODUCT is free of bugs, errors, defects or omissions, and that operation of the PRODUCT will be error-free or uninterrupted nor that all non-conformities will or can be corrected. There are no express or implied warranties of fitness or merchantability given in connection with the use of the PRODUCT or any other warranty. UP42 disclaims all other warranties or liabilities not expressly provided in Articles 4.1 and 4.2.
4.3 In no event shall UP42 nor anybody having contributed to development and/or production and/or delivery of the PRODUCT, be liable for any claim, damage or loss incurred by the LICENSEE, including without limitation indirect, compensatory, consequential, incidental, special, incorporeal or exemplary damages arising out of the use of or inability to use the PRODUCT, including those resulting from any errors, omission or delay in transmission of such PRODUCT or interruption in access to the service, and shall not be subject to legal action in this respect.
Warranty Liability. 6.1 The Seller represents and warrants that: (i) the Goods shall comply with all specifications and requirements contained in the Order or agreed in writing between the Buyer and Seller; (ii) the Goods shall be state of the art and new; (iii) the Goods shall be fit for the particular purposes that such specific Goods will usually be expected to be used for; (iv) the Goods shall be free from defects in design, materials and workmanship; (v) the Goods shall satisfactorily comply with the performance requirements expected by the Buyer; and (vi) the Goods shall meet all applicable statutory requirements and standards, especially those relating to the environment, safety and health (individually “Warranty” and collectively the “Warranties”). Any representations or warranties relating to the Goods and included in the Seller's catalogues, brochures, proposals, sales literature and quality systems or otherwise made by the Seller to the Buyer (whether verbally or in writing) shall be binding on Seller. The Seller warrants the adequacy of the technical specifications of the Order to meet the specific needs of the Buyer, and the Seller acknowledges having examined those specifications thoroughly.
6.2 The Seller warrants that all Goods sold and delivered to the Buyer (whether in terms of clause 4.1 or otherwise) are free from any lien or encumbrance of any nature whatsoever and upon delivery (whether in terms of clause 4.1 or otherwise), of the Goods to the Buyer, free and unencumbered ownership of the Goods shall pass to the Buyer upon receipt of payment for the Goods and thereafter the Buyer will be the sole owner of, and have valid and exclusive title to, the Goods. The Seller warrants further that no third party shall have any right to acquire the Goods.
6.3 The Seller warrants that the Goods will comply with the Manufacturers’ Warranty from date of delivery thereof.
6.4 If any Goods at any time are found not to comply with the Manufacturers’ Warranty, the Buyer shall be entitled, at its sole discretion, by written notice to the Seller to:
(a) rescind the Order according to the provisions of clause 10 (Termination); (b) accept such Goods with a reduction in price equal to a reasonable estimate of the reduced utility of the Goods to the Buyer; or
Warranty Liability. 5.1 Limited Warranty. DELL WARRANTS THAT DURING THE TERM OF THIS AGREEMENT, THE SERVICE SHALL SUBSTANTIALLY CONFORM TO THE SERVICE LEVEL AGREEMENT CONFIGURATION AS IT MAY BE AMENDED FROM TIME TO TIME BY DELL IN ITS SOLE DISCRETION. DELL CUSTOMER’S SOLE REMEDY FOR VIOLATION FOR SUCH SLAS SHALL BE THE SERVICE CREDITS, IF ANY SET FORTH THEREIN. DELL MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO PRODUCTS, BUT WILL PASS THROUGH WARRANTIES FROM THE APPLICABLE THIRD PARTY VENDOR, IF ANY. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MECHANTABILITY, ARE HEREBY EXCLUDED. EXCEPT AS EXPRESSLY SET FORTH IN THE FIRST SENTENCE OF THIS SECTION 5.1, DELL DOES NOT WARRANT THAT USE OR OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SOFTWARE OR EQUIPMENT WILL BE CORRECTED.
5.2 Remedies; Limitation of Liability. DELL CUSTOMER’S SOLE REMEDY FOR BREACH OF THE FOREGOING LIMITED WARRANTY SHALL BE, AT DELL’S OPTION, EITHER: (I) REFUND OF THE PURCHASE PRICE OF THE PURCHASED EQUIPMENT (ONLY UPON RETURN OF THE EQUIPMENT) AND REFUND OF THE PRORATED FEES FOR THE SERVICE PAID TO DELL; OR (II) REPAIR OR REPLACEMENT OF THE NON-CONFORMING EQUIPMENT [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. AND/OR RE-PERFORMANCE OF THE NON-CONFORMING SERVICE. EXCEPT FOR AN UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION (FOR AVOIDANCE OF DOUBT, A THIRD-PARTY HACK SHALL NOT BE CONSIDERED AN UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION BY A PARTY FOR PURPOSES OF THIS SECTION), IN NO EVENT SHALL DELL CUSTOMER OR DELL, OR DELL’S LICENSORS OR SUPPLIERS, BE LIABLE FOR DAMAGES IN EXCESS OF THE FEES PAID FOR EQUIPMENT AND SERVICES IN THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE OF THE EVENT WHICH GAVE RISE TO THE CLAIM.
5.3 Damages Exclusion. EXCEPT FOR AN UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION (FOR AVOIDANCE OF DOUBT, A THIRD-PARTY HACK SHALL NOT BE CONSIDERED AN UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION BY A PARTY FOR PURPOSES OF THIS SECTION), IN NO EVENT WILL DELL CUSTOMER OR DELL, OR DELL’S LICENSORS OR SUPPLIERS, BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES AR...
Warranty Liability. Schedule 3.24 contains a true and ------------------ complete description of (i) all warranties granted or made with respect to services rendered or products sold by the Company, and (ii) the Company's aggregate liability related to such warranties for each of the last three years.
Warranty Liability. The software is provided "as-is", including all bugs, faults without any warranty or guarantee, either expressed or implied, of suitability for a particular purpose, correctness, accuracy, merchantability or non-infringement, to the extent permitted by law.
Warranty Liability. Seller warrants only that said equipment is free from defects in materials and workmanship as set forth in Seller's standard Certificate of Warranty furnished to Buyer at the time of final shipment. THIS WARRANTY IS EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR DESIGN AND WHICH ARE EXPRESSLY DISCLAIMED BY SELLER. Seller's sole responsibility with respect to any equipment which proves to be defective as to materials or workmanship is either to replace or to repair the same as is set forth in said Certificate of Warranty. Unless authorized in writing by Seller, Seller is not responsible for any charge or expense incurred for the modification, servicing or adjusting of said equipment after the same has been delivered to Buyer. Seller is not liable in association with its warranty or in any other capacity for any consequential, incidental or liquidated damages, late fees/damages or penalties.
Warranty Liability. 8.1 In supplying any information or materials to any of the other Parties each Party undertakes to use all reasonable endeavours to ensure the accuracy thereof and (in the event of any error therein) promptly on being notified to correct the same, but the supplying Party shall be under no further obligation or liability in respect of the same, and no warranty condition or representation of any kind is made, given or to be implied in any case as to the sufficiency, accuracy of fitness for purpose of such information or materials, or the absence of any infringement of statutory monopoly or intellectual property rights of third parties by the use of such information and materials, and the recipient Party shall in any case be entirely responsible for the use to which it puts such information and materials.
8.2 Each Party shall indemnify each of the other Parties, within the limits set out in Article 9.4 c) of this PCA, in respect of the acts and omissions of itself and of its employees , agents and Subcontractors provided always that such indemnity shall not extend to claims for indirect or consequential loss or damages such as but not limited to loss of profit, revenue, contracts or the like.
8.3 Each Party shall be solely liable for any loss incurred by, or damage or injury to, third parties resulting from the implementation by such Party of the Project.
Warranty Liability. The Seller’s liability shall be limited to honoring the Seller’s published manufacturer’s warranty only with respect to defective goods, provide the Buyer provides written notice within the warranty period.
Warranty Liability. 5.1. The commitments set out in Sections 2 and 4 above are Seller’s sole warranties in respect of the Product. ANY OTHER CONDITION OR WARRANTY AS TO THE QUALITY OF THE PRODUCT SUPPLIED UNDER THIS CONTRACT OR FITNESS FOR ANY PARTICULAR PURPOSE WHETHER ARISING UNDER STATUTE OR OTHERWISE, IS EXCLUDED.
5.2. Buyer shall inspect the Product supplied under this Contract immediately after delivery. If any of the supplied Product is rejected because of non-conformity to specifications, Buyer shall have the right to return it to Seller only after inspection by Seller and receipt of definite shipping instructions from Seller, such inspection to be made and instructions to be given by Seller within thirty (30) days after notice of rejection by Buyer. Either (1) failure to give written notice of any claim within thirty (30) days from the date of delivery, or (2) use of the Product supplied under this Contract, constitutes an unqualified acceptance of such Product by Buyer and a waiver by Buyer of all claims in respect of such Product.
5.3. In the event of any liability by either Party whether arising from breach of contract or from statutes it is agreed that the maximum amount of damages recoverable shall be limited to the contract price for the Product with respect to which damages are claimed. In no event shall either Seller or Buyer be liable for indirect, consequential, special, punitive or exemplary damages in connection with or arising out of this Contract.