12.1 Seller warrants that the Goods or Services delivered, the packaging, labelling and sorting thereof, any installation, repair, and maintenance of Goods or Deliverables (as the case may be), and the performance of any other obligations pursuant to the Purchase Order, will:
(i) be free of infringement of the intellectual property rights of third parties, including without limitation, any patent, trademark, trade name, copyright or right of publicity, or misappropriate any trade secret or violate any license or any other rights;
(ii) be free from defects in material and workmanship, be of even kind and quality and run without variation;
(iii) be of satisfactory and merchantable quality;
(iv) be fit for the intended use of SPM (whether made known to Seller expressly or by implication), SPM’s customers and any other intended uses of such Goods (including any uses held out by Seller) and in these respects SPM relies on Seller’s skill and judgement;
(v) be new and not refurbished;
(vi) be of grade and performance in conformity with all specifications, blueprints, designs, drawings, samples, models, descriptions, instructions, and other items referred to in the Purchase Order;
(vii) strictly comply with the provisions of Paragraph 13, where applicable;
(viii) strictly comply with all applicable statutory and regulatory laws, codes, ordinances, regulations, executive orders, industry standards, and other requirements relating to their manufacture, labelling, packaging, shipping, storage, handling, and delivery; and
(ix) strictly comply with SPM’s supplier code of conduct (as may be amended by SPM from time to time by written notice to the Seller), and the Seller hereby acknowledges it has received a copy of the same.
12.2 Seller represents and warrants to SPM that all information (including any specifications or blueprints) given to SPM in relation to the Goods and/or Services was when given, and remains, true and accurate in all material respects.
12.3 Seller shall maintain, solely at Seller’s cost and expense, all licenses, permits, approvals, and the like necessary to conduct its business and perform its obligations under the Purchase Order.
12.4 Seller shall certify and declare that the Goods and/or Services provided to SPM comply with regulatory requirements (e.g., Restriction of Hazardous Substances Directive, Registration, Evaluation, Authorisation and Restriction of Chemicals, Conflict Minerals, etc.) if requested by SPM.
12.5 The warranty period shall be default 12 months from the date of acceptance by SPM unless written waiver is obtained from SPM.