Representation and Warranty Clause Example from Business Contracts

Representation and Warranty. 7.1 Authorization; Enforceability. Each of ViewRay and PEKO represents and warrants to the other party that: (a) it is duly organized and validly existing under the laws of its jurisdiction of organization and has all requisite power and authority to enter into this Agreement; (b) it is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not conflict or cause a default with respect to ...such party's obligations under any other agreement; (c) it has duly executed and delivered this Agreement; and (d) it is authorized to disclose any and all Confidential Information made available to the other party pursuant to this Agreement. 7.2 Products. (a) PEKO warrants to ViewRay that all Products supplied to ViewRay pursuant to Section 3 shall: (i) for a period of (12) months from the date of acceptance by the ViewRay customer but not more than twelve (12) months from the date of shipment by PEKO to ViewRay, whichever is longer, conform to its then current published specifications and documentation and the Specifications (provided that in the event of a conflict between the Specifications and the published specifications or documentation, the terms of the Specifications will control), and (ii) be Assembled, labeled, packaged, stored and tested (while in the possession or control of PEKO) in accordance with the Specifications current as of the date of manufacture and the applicable laws and regulations in relation to the Assembly and testing of the Product (including all Applicable Standards). This warranty does not apply to any non-conformity of the Products resulting from misuse, mishandling or unauthorized modification of the Products or storage in an improper environment in each case by any party other than PEKO or its agents. All purchased components integrated into any assembly provided by PEKO to ViewRay will have the warranty provided by the original manufacturer passed through to ViewRay. (b) PEKO warrants to ViewRay that all Products shall be delivered free and clear of all liens and encumbrances. 7.3 Remedy. In the event any Products purchased by ViewRay from PEKO fail to conform to the warranty set forth in Section 7.2, PEKO shall, at PEKO's option, repair or replace the Products. ViewRay shall notify PEKO of any such nonconformity and return the applicable Products in accordance with Section 3.9. It is understood and agreed that the remedy set forth in this Section 7.3 shall not limit either party's other remedies with respect to third party claims arising pursuant to Sections 8.2-8.3. 7.4 Disclaimer. (a) EXCEPT FOR THE WARRANTIES EXPRESSLY MADE IN SECTIONS 7.1-7.2, NEITHER PARTY MAKES ANY OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED (WHETHER WRITTEN OR ORAL), INCLUDING, WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO, THE PRODUCTS. [***] 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. (b) THE REPRESENTATIONS AND WARRANTIES OF EACH OF PEKO AND VIEWRAY EXTEND ONLY TO THE OTHER PARTY. NEITHER PARTY WILL BE LIABLE FOR ANY CLAIM OR DEMAND AGAINST SUCH OTHER PARTY BY A THIRD PARTY, EXCEPT TO THE EXTENT PROVIDED IN SECTIONS 8.2-8.3. View More