REPRESENTATIONS OF SUPPLIER’S, WARRANTIES OF EQUIPMENT:

REPRESENTATIONS OF SUPPLIER’S, WARRANTIES OF EQUIPMENT:

4.1       SUPPLIER/SELLER guarantees that neither the Machinery and Equipment or any information to be provided by SUPPLIER/SELLER under this Agreement, nor its possession, to the best of SUPPLIER’s knowledge, will constitute infringement of any valid patent or any other Intellectual Property right.  In case of  any infringement, the SUPPLIER/SELLER shall have the option of  modifying/replacing  the  Equipment  without  sacrificing  any technical  parameter / guarantees / standards or Performance Guarantees as per this Agreement and the Technical Proposal, so that it no longer infringes  and  total cost of this shall be borne  by  SUPPLIER/SELLER.

4.2       The SUPPLIER/SELLER agrees to indemnify and hold PURCHASER harmless against any claim or legal proceeding that may arise regarding intellectual property rights by third persons in connection with the plant. Neither PURCHASER nor the SUPPLIER/SELLER may resolve or settle any process or legal action without the previous consent of the other party. 

4.3       The SUPPLIER/SELLER agrees that the Plant, duly supplied by it under the configurations defined in the Drawings and the Technical Proposal will achieve the Performance Guarantees detailed in the Technical Proposal contained in Annexure-1. SUPPLIER/SELLER will be liable before PURCHASER for damages if the Plant does not reach the Performance Guarantees, as indicated in this Agreement.

4.4                   Subject to terms and conditions of this Agreement and timely fulfillment of all the obligations under this Agreement by the PURCHASER, the SUPPLIER/SELLER shall arrange the shipment of the Machinery and Equipment as per scope of supply described in the Technical Proposal in the manner so as to complete the shipments on CIF Acajutla Port (INCOTERMS 2000) within  Fifteen (15) months from the Effective Date (Time for Completion or Completion).

4.5       The SUPPLIER/SELLER warrants that the Plant, Machinery and Equipment, provided under this Agreement, shall be brand-new, of first-class workmanship and in accordance with the Technical Proposal. The SUPPLIER/SELLER further warrants that the Machinery and Equipment to be supplied by the SUPPLIER/SELLER shall be free from all liens, restrictions,  reservations, security  or other encumbrances and the SUPPLIER/SELLER has lawful and unrestricted title to transfer the same to the PURCHASER.

4.6       The Plant, parts, Machinery and Equipment, accessories, spares and any other element supplied under this Agreement will have a warranty for a period of Eighteen (18) months from the date of last major shipment or twelve (12) months from the date of Commissioning of the Plant, whichever is earlier; during which the supplied Machinery and Equipment shall under normal operating conditions be free from all defects due to faulty designs, materials and/ or workmanship. (Defect Liability Period).

4.7       Any part found defective due to faulty design, defective material or faulty workmanship during the Defect Liability Period, shall be rectified/replaced  free of cost to the PURCHASER by the SUPPLIER/SELLER, on CIF Acajutla Port (INCOTERMS 2000) within reasonable time of receipt of notice from the PURCHASER, setting out the defect complained.  Upon written notice to the SUPPLIER, the SUPPLIER/SELLER shall either make necessary repairs or rectification at its option or request PURCHASER to make such rectifications at SUPPLIER’s/SELLER´s expenses. However, normal wear and tear of the parts or defects/ deficiencies caused due to negligent handling and improper maintenance of the Machinery and Equipment by the PURCHASER and damages due to natural hazards like fire, earthquake, flood etc. and defects/ deficiencies caused due to non following O&M Manuals of the SUPPLIER/SELLER which will be provided to PURCHASER shall not come under the purview of the warranty during the Defect Liability Period.

4.7.1    The SUPPLIER/SELLER does not stand any warranty during Defect Liability Period in respect of and any other Machinery and Equipment in PURCHASER’S scope.

4.8       The Defect Liability of the replaced/repaired item of Machinery and Equipment shall be in force for a period of six (6) months from the replacement/repair or the balance remaining Defect Liability Period, whichever is later. There are no other warranties applicable to the Machinery & Equipment supplied by the SUPPLIER/SELLER whether under Law or otherwise expressed or implied.

4.9       The SUPPLIER/SELLER will take all reasonable efforts in order to ship the Machinery and Equipment with the appropriate packaging wherever required in order to avoid damage during its transport. The goods shall be securely packed in strong wooden boxes/crates wherever required to withstand journey by sea and multiple handling at the seaports and loading / unloading during inland transit. In all cases the SUPPLIER/SELLER will be responsible for the replacement of equipment that is damaged as a consequence of inappropriate packaging as well as any expenses inquired as a result of this.

4.10     The Plant shall be manufactured as per SUPPLIER’s/SELLER´s Manufacturer Quality Assurance Plan, whenever applicable. However, the PURCHASER or the PURCHASER’s authorized representative(s) at the place of manufacture will be entitled to inspect these goods during manufacture and/or before dispatch. Inspection Procedure for such inspection by the PURCHASER or the PURCHASER’s authorized representative(s) shall be mutually settled and the costs of such inspection shall be borne by the PURCHASER