Article 7 – Representation and warranties
7.1 Customer Representation and Warranties.
Customer represents, warrants and agrees that:
(i) it has the full power and authority to enter into this Agreement;
(ii) it has all rights and licenses necessary to transmit all Customer Data via the Services;
(iii) it is and will be responsible for its Users’ compliance with the terms of this Agreement;
(iv) it will use the Services only in accordance with this Agreement, the User Guide, and applicable laws and government regulations; and
(v) it will not do anything that could reduce the performance of the Services to the detriment of Tradeshift Belgium SA, other customers of Tradeshift Belgium SA or any third party.
7.2 Tradeshift Belgium SA Representation and Warranties.
Tradeshift Belgium SA represents and warrants that (i) it has the full power and authority to enter into this Agreement; and (ii) the Services shall perform materially in accordance with the User Guide. As Customer’s sole and exclusive remedy for breach of the performance warranty in this Section 7.2 (ii), Tradeshift Belgium SA shall take commercially reasonable steps to repair or replace any material nonconformance in the Services.
7.3 Warranty Disclaimer.
Except as expressly provided herein, the Services are provided on an “as is” basis without warranty of any kind, whether expressed, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including. without limitation, any implied warranties of merchantability, non-infringement, and fitness for a particular purpose, to the maximum extent permitted by applicable law. Tradeshift Belgium SA does not warrant that the Services will satisfy customer’s requirements or (without prejudice to the limited warranty above) that it is without defect or error or that customer’s access thereto will be uninterrupted.
7.4 Third-Party Products and Services.
Tradeshift Belgium SA shall have no liability or responsibility for any third-party services or products, even if such products or services were recommended by Tradeshift Belgium SA. Without limiting the foregoing, Tradeshift Belgium SA is not responsible or liable for failures of the Internet generally or private networks (VAN’s).
7.5 Trading Partners.
Tradeshift Belgium SA has no control over and is not responsible for any acts or omissions of any of Customer’s Trading Partners. Customer acknowledges and agrees that it is responsible to enter into its own contracts with its Trading Partners and to enforce those agreements in the event of any breach by such Trading Partners.
7.6 Customer Instructions.
Tradeshift Belgium SA shall have no liability for any loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by Customer which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Customer. Furthermore, Tradeshift Belgium SA shall not be liable for any loss or damage whatsoever arising out of or in connection with any breach of this Agreement by Customer or any other act, misrepresentation, error or omission made by or on behalf of Customer.
7.7 Third-Party Services.
If Customer renders services to its clients using the Babelway Services, then Tradeshift Belgium SA shall only be liable to Customer in accordance with this Agreement and Tradeshift Belgium SA shall have no liability or responsibility to such clients of Customer.
7.8 Limitation of Liability.
In no event will Tradeshift Belgium SA be liable under or in connection with this Agreement under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability, and otherwise, for any: (a) consequential, incidental, indirect, exemplary, special, enhanced, or punitive damages; (b) increased costs, diminution in value or lost business, production, revenues, or profits; (c) loss of goodwill or reputation; (d) use, inability to use, loss, interruption, delay or recovery of any data, or breach of data or system security; or (e) cost of replacement goods or services. The aggregate liability of Tradeshift Belgium SA to the Customer under this Agreement shall not exceed the total amount paid and payable by Customer to Tradeshift Belgium SA under this Agreement in the 12-month period preceding the commencement of the event that created the liability.