Fitness for Purpose Clause
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A Fitness for Purpose Clause is a contract clause that ensures the goods, services, or works delivered by the supplier meet the required performance specifications outlined in the contract.
- Context:
- It can (typically) impose a specific obligation on the contractor to ensure that the completed works meet the precise requirements defined by the buyer or client.
- It can (often) be found in construction and engineering contracts, where it is critical that the works performed by the contractor satisfy the designated use or purpose as agreed upon.
- It can range from being a Standard Fitness for Purpose Clause to being a Customized Fitness for Purpose Clause tailored to specific project needs.
- It can override the general requirements of satisfactory quality and workmanship if the contract explicitly demands a certain result.
- It can lead to significant liabilities if the works or products fail to meet the defined purpose, making it essential for contractors to understand the risks involved.
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- Example(s):
- a Construction Contract for a new office building, which includes a clause stating that the building must be capable of serving as the headquarters for a major corporation, implying specific spatial and technological requirements.
- a Supply Agreement for a medical device, which stipulates that the device must perform under certain conditions to be considered fit for its intended medical use.
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- Counter-Example(s):
- Quality Assurance Clauses, which focus on the general quality and standards of workmanship and materials but do not guarantee that the final product will be suitable for a specific, intended purpose.
- Warranties Disclaimer Clause, such as "Except as expressly set forth herein, there is no warranty of merchantability or fitness for a particular purpose, and any and all implied warranties are disclaimed."
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- See: Contractual Obligation, Implied Warranty, Specific Performance.