Warranty Clause In Purchase Agreement

4.1 Time is crucial for the order. The deadline set for the delivery of the goods must be strictly adhered to. If the Goods are not delivered on time or do not fulfil the obligations set out in clause 2, the Buyer may, without limiting its other rights or remedies and regardless of whether or not it has accepted the Goods, exercise one or more of the following remedies: Important to ensure the success of a potential claim, the Seller`s guarantees, given to the Buyer, and not on subjective factors, i.e. the Seller`s knowledge, his knowledge of the applicable regulations or his knowledge of certain circumstances. Examples of terms used to weaken the strength of warranties include “to the best of the seller`s/management`s knowledge” or “the seller is not aware of it”. At this point, it is worth mentioning the increasingly popular and important additional agreements that are increasingly associated with co-purchase contracts, that is, the tax descriptions that have already been mentioned at the beginning of this article. A tax return is a separate document signed by both parties with the SPA. This document comes from English law and is a very practical tool used by the parties to a transaction to specify the measures to be taken in the event of the occurrence of certain circumstances set out therein in tax matters. Since tax matters are currently a very sensitive aspect of transactions due to significant changes in the legislation and practices of tax authorities, a tax return generally provides that the seller is fully responsible for the company`s tax arrears relating to the period prior to the closing date of the transaction.

In this way, if any of the issues guaranteed by the seller prove to be false, the buyer has recourse in contract law (for breach of warranty) and in tort law (for misrepresentation). . . . .

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