Performance by Supplier. (a) The Supplier must supply the Goods and/or Services in accordance with the terms of this Agreement.
(b) The Supplier must fulfil all Purchase Orders made by Ameropa for the Goods and/or Services during the Term. Ameropa may at any time suspend, cancel or vary a Purchase Order by notice to the Supplier. If Ameropa suspends, cancels or varies a Purchase Order, the Supplier must cease the supply of Goods and/or Services requested under such suspended, cancelled or varied Purchase Order in the manner required by Ameropa and comply with any new Purchase Order as set out in that Purchase Order or otherwise directed by Ameropa. Ameropa shall pay the Supplier's actual reasonable and direct costs (as reasonably determined by Ameropa) for any Goods and/or Services completed (or partially completed) at the date of a cancellation of a Purchase Order under this clause which cannot otherwise be used by the Supplier in its business.
(c) This Agreement applies to all Goods and/or Services provided by the Supplier and overrides any quotes, invoices or other documentation exchanged between the parties whether or not such Documents expressly provide that they override this Agreement.
(d) Ameropa's Purchase Order is the only form recognised by Ameropa as authority for charging Goods and/or Services to its account for Goods and/or Services ordered by, and delivered to, or performed for, Ameropa in accordance with this Agreement.
Performance by Supplier. 3.1 Supplier will not subcontract, or use any third-party vendor for, any Services except for those third-party vendors set forth in the applicable SOW (the “Subcontractors”). Any failure to abide by the preceding sentence will constitute a material default of the Agreement and will immediately entitle PSE to terminate this MSA, any underlying SOW, or both. At PSE’s request, Supplier will provide to PSE documentation related to a proposed subcontractor’s qualifications to perform the Services. If Supplier subcontracts Services, Supplier will be responsible for Subcontractor’s compliance with the Agreement and performance hereunder. PSE may require Supplier to remove or replace any Subcontractor whose performance is deemed unacceptable by PSE in its sole discretion.
3.2 The Parties acknowledge and agree that Supplier will at all times be an independent contractor. The Agreement will not create the relationship of employer and employee, a partnership, joint venture, or other relationship between PSE and Supplier. Supplier will have no authority to bind, obligate, or commit PSE by any promise or representation without the prior written consent of PSE.
3.3 Supplier will perform the Services and deliver the Deliverables, if any, as specified in the applicable SOW. In performance of the Services, including, where applicable, development of the Deliverables, Supplier will: (a) conform to the highest commercial standards accepted in the Supplier’s industry; (b) maintain complete and accurate records relating to the provision of the Services, including, if applicable, records of the time spent and materials used by Supplier or its Subcontractors in providing the Services (“Books and Records”). Supplier represents and warrants that: (y) PSE will receive good and marketable title to all Deliverables, free and clear of all encumbrances and liens of any kind; and (z) to Supplier’s knowledge, none of the Services, Deliverables, and PSE’s use thereof, infringe, or will infringe, any Intellectual Property Rights (as defined in Section 6.1) of any third party. Supplier will conduct (and will cause all Subcontractors to conduct) general employer screening background checks on all personnel engaged to perform under the Agreement, and will, if requested by PSE, certify compliance.
3.4 Supplier will fully cooperate with PSE and coordinate its performance of the Services with related work to be performed by PSE or third parties. If any Services depend upon the results of work t...
Performance by Supplier. 3.1 The Supplier must supply the Goods and/or Services in accordance with the terms of this Agreement.
3.2 The Supplier must fulfil all Purchase Orders made by XXXXXX for the Goods and/ or Services during the Term. XXXXXX may at any time suspend, cancel or vary a Purchase Order by notice to the Supplier. If XXXXXX suspends, cancels or varies a Purchase Order, the Supplier must cease the supply of Goods and/or Services requested under such suspended, cancelled or varied Purchase Order in the manner required by XXXXXX and comply with any new Purchase Order as set out in that Purchase Order or otherwise directed by XXXXXX. XXXXXX shall pay the Supplier’s actual reasonable and direct costs (as reasonably determined by XXXXXX) for any Goods and/or Services completed (or partially completed) at the date of a cancellation of a Purchase Order under this clause which cannot otherwise be used by the Supplier in its business.
3.3 This Agreement applies to all Goods and/or Services provided by the Supplier and overrides any quotes, invoices or other documentation exchanged between the parties whether or not such documents expressly provide that they override this Agreement.
Performance by Supplier. 8.01 Supplier to Comply With Reasonable Change Requests 8.02 Pricing for Requested Changes 8.03 Rights and Remedies and Supplier Obligations Not Limited to Contract
Performance by Supplier
