“Good Faith Efforts”, Obsolescence and Upgrades Sample Clauses

“Good Faith Efforts”, Obsolescence and Upgrades. Supplier will make commercially reasonable efforts to repair and maintain Assets that are no longer supported by the manufacturer and will offer maintenance services for as long as replacement components are readily and economically available. These Assets will be identified as “Good Faith Effort” parts in the Quotation and support for such Assets will be supplied on a commercially reasonable basis and as set forth in the Quotation. On rare occasions a component or Asset may be deemed Obsolete during the term of this Agreement. “Obsolete” means any part or Asset that is not readily available in current manufacturer inventory or cannot be ordered and received within a reasonable time. Obsolete components will not be covered under this Agreement. Supplier will provide a separate billable Quotation to upgrade Obsolete components. Equipment modifications necessary to accommodate replacement of upgrades will be at Client’s expense. If the original manufacturer offers engineering upgrades or software updates at no cost, Supplier will install them onto Assets covered by this Agreement at no cost, as long as there are no acquisition costs or other extended costs to Supplier. If an engineering upgrade is not free of cost from the original manufacturer, and if Client would like to upgrade the Asset, Client will be responsible for purchasing the upgrade kit and contracting Supplier for the installation service on a time-and-materials basis. Other components upgraded, such as software, computers, and monitors, will be paid for by Client. Client’s failure to (or instruction to Supplier not to) maintain its Assets in accordance with the manufacturer’s recommendation will excuse Supplier from failure to perform its obligations or responsibilities under this Agreement. Supplier will verify that the Asset is in working condition according to the specifications provided by Client to Supplier by utilizing recommended setpoints, columns, standards, and procedures. This Agreement does not cover specific Client applications. It is the responsibility of Client to ensure a complete understanding of each analysis, experiment, method, and application performed on the Asset and to ensure that only adequately trained laboratory personnel will operate the Assets under this Agreement. Laboratory personnel must provide Supplier with details of all circumstances leading to an Asset failure. Client will provide consumable items required to complete the repair. Supplier will not replace or...
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Related to “Good Faith Efforts”, Obsolescence and Upgrades

  • Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. Choice of Law The Agreement between the Vendor and TIPS/ESC Region 8 and any addenda or other additions resulting from this procurement process, however described, shall be governed by, construed and enforced in accordance with the laws of the State of Texas, regardless of any conflict of laws principles. Venue, Jurisdiction and Service of Process Any Proceeding arising out of or relating to this procurement process or any contract issued by TIPS resulting from or any contemplated transaction shall be brought in a court of competent jurisdiction in Camp County, Texas and each of the parties irrevocably submits to the exclusive jurisdiction of said court in any such proceeding, waives any objection it may now or hereafter have to venue or to convenience of forum, agrees that all claims in respect of the Proceeding shall be heard and determined only in any such court, and agrees not to bring any proceeding arising out of or relating to this procurement process or any contract resulting from or any contemplated transaction in any other court. The parties agree that either or both of them may file a copy of this paragraph with any court as written evidence of the knowing, voluntary and freely bargained for agreement between the parties irrevocably to waive any objections to venue or to convenience of forum. Process in any Proceeding referred to in the first sentence of this Section may be served on any party anywhere in the world. Venue for any dispute resolution process, other than litigation, between TIPS and the Vendor shall be located in Camp or Xxxxx County, Texas.

  • Miscellaneous The Vendor acknowledges and agrees that continued participation in TIPS is subject to TIPS sole discretion and that any Vendor may be removed from the participation in the Program at any time with or without cause. Nothing in the Agreement or in any other communication between TIPS and the Vendor may be construed as a guarantee that TIPS or TIPS Members will submit any orders at any time. TIPS reserves the right to request additional proposals for items or services already on Agreement at any time.

  • Insurance The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Limitation of Liability No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • Type of Service Answer all questions:

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • NOW, THEREFORE the parties hereto agree as follows:

  • Definitions For purposes of this Agreement:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

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