INVOICING AND Payment

6.1 Unless other milestones for invoicing are expressly provided in the applicable Scope Of Work or Schedule, Supplier may invoice CUSTOMER quoting this Agreement number and any Order number, as follows:

6.1.1 Deliverables: fifty per cent (50%) on the Delivery Date, fifty percent (50%) on the date CUSTOMER obtains final acceptance from the applicable End User.

6.1.2 Services: one hundred per cent (100%) of the Services provided in any month at the end of the month in which they were provided.

All invoices must be supported by proper time reporting in the form required in Article 3.3.

Invoices must show the relative CUSTOMER purchase order number (PO number) and the name of the CUSTOMER contact person, where the name of such contact person has been provided to supplier by CUSTOMER. Invoices with missing information will be refused and payment terms will start from the date of the receipt of the complete documentation.

CUSTOMER will pay all invoices not subject to good faith dispute no later than the sixtieth (60th) day after the date of receipt of a proper invoice by CUSTOMER. Payment by CUSTOMER will not imply a waiver by CUSTOMER of any rights under this Agreement.

6.5 If CUSTOMER for reasons attributable to CUSTOMER is delayed with payment of the non-disputed amounts due in breach of Section 6.4, Supplier may charge CUSTOMER late payment charges equal to 0,1% of the delayed payment per each day of delay up to ten percent (10%) of the delayed payment.

Warranties

7.1 During a period of ninety (90) days after delivery and acceptance by CUSTOMER of the Services or Deliverables, as applicable, or such longer period as may be mandated by applicable law ("Warranty Period"), or such longer period as expressly provided in the applicable Schedule and, thereafter, so long as CUSTOMER has paid any applicable fees for such Services or Deliverables, Supplier represents, warrants and covenants to CUSTOMER and its End User customers as follows:

7.1.1 All Services will be performed in a professional manner, consistent with best practices in the industry and CUSTOMER’s quality processes as may be communicated by CUSTOMER to Supplier from time to time.

7.1.2 Any Deliverables will be free from Defects. In particular, Software will be compatible with and may be used in conjunction with other software and hardware as described in the Scope of Work, Specifications and/or Related Documentation; and Software will not contain any copy protection or similar mechanisms within it that will interfere with the grants made in this Agreement, or any malicious code, program, or other internal component (e.g., computer virus, computer worm, computer time bomb, or similar component), which could damage, destroy, or alter the Deliverables, firmware, or hardware or which could in any manner damage, destroy, or alter any data or other information accessed through or processed by the Software. Supplier will advise CUSTOMER immediately, in writing, upon reasonable suspicion or actual knowledge that any Software provided under this Agreement contains any mechanism that may result in the harm described above. CUSTOMER's rights under Article 7.6 below will remain unaffected. Media containing Deliverables will be free of defects in material and workmanship.

7.1.3 Supplier has full right, power and authority to: (a) grant to CUSTOMER all right, title and interest in and to all Deliverables developed for and transferred to CUSTOMER hereunder; and (b) licence the Supplier Intellectual Property licensed hereunder to CUSTOMER and End Users as provided in this Agreement.

During the Warranty Period if the Services fail to meet the warranties or if any Deliverables or portion thereof, are or become unusable, in whole or in part, Supplier will re-perform the Services, correct Defects and non-conformities and restore the Deliverables to conforming condition free of Defects at no cost to CUSTOMER or its End User customers. Corrected Services and Deliverables will be warranted as set forth in this clause.

7.2 Supplier makes no warranty with respect to defective conditions or non-conformities in the Deliverables resulting from the following: (a) CUSTOMER’s or an End User’s modifications; or (b) installation, use or maintenance in a manner not in accordance with the Specifications.

Unless otherwise agreed in a Schedule, Supplier assigns to CUSTOMER the full benefit of all warranties relating to the Deliverables which have been given to the Supplier by a third Party.

To the extent permitted by applicable law, the foregoing warranties and remedies are in lieu of and exclude all other express and implied warranties, conditions, remedies and other terms.

Date: 2015-12-24; view: 941