Common use of Quality and Description Clause in Contracts

Quality and Description. 6.1 The Seller represents and warrants that the Goods: (a) will be of merchantable quality and fit for the purpose for which they are reasonably intended or required; (b) will be free from defects in design, material and workmanship; (c) shall be in conformity with the quantity, descriptions and other requirements stated in the Buyer’s Purchase Order and will correspond with their published specifications in all respects; (d) where applicable, conform in all respect with any samples provided by the Seller; (e) will, in relation to the manufacture thereof, comply with all enactments, orders, regulations or other instruments issued by the government or other competent authority in their place of manufacture; (f) will only be manufactured in the place of origin specified in the Seller’s Standing Quotation or otherwise expressly agreed in writing by the Buyer; (g) will comply with all applicable laws, regulations, statutory requirements and requirements of any competent authority (including those relating to health, safety, importation, registration, sale and use) in both the country of origin and in Hong Kong; (h) (other than consignment stock) shall have an expiry date of not less than 18 months from the date of delivery to the Buyer, or such other period as agreed by the Buyer; and (i) in respect of consignment stock, shall have an expiry date of not less than 18 months from the date of deposit at Hospital premises, or such other period as agreed by the Buyer. 6.2 All manufacturers’ quality assurance/control report of the product(s) must be properly filed and submitted to the Buyer upon request. 6.3 The Seller acknowledges that the Goods are intended to be distributed to the public hospitals for use by, administration on, consumption, possession by and supply to patients of the public hospitals. The Seller shall be fully responsible for and shall indemnify the Buyer against any claim made by anyone in respect of the Goods resulting directly or indirectly from or in connection with the failure by the Seller to comply with any term of the Contract and/or the Purchase Order. 6.4 The Seller must keep the Buyer advised of any changes in Goods including but not limited to change in design, material, part numbers, supersessions, during the Validity Period. 6.5 The Seller shall undertake to provide the Authority at any time before Goods delivery with an option to substitute Goods with new technology for any or all of the offered Goods. The substitute Goods shall have performance characteristics and functional capability equivalent to or better than the originally offered Goods. Such substitution(s) shall cost less than or equal to the replaced Goods. These Terms and Conditions shall remain applicable to such substitutions(s) and the Authority reserves the right to accept or reject the proposed substitution(s). 6.6 Where product labelling and/or shelf life requirements are set out in the specifications, the use before date of all medical devices and consumables, if indicated in the format of MM/YY, will be made reference as use before the first day of the month.

Quality and Description. 6.1 The Seller represents and warrants It is a condition of any Contract that the Goods shall: conform as to quality and description with the particulars stated in the Purchase Order, Documents or Artwork and, in respect of any colour management solutions, such solutions shall comply with and maintain ISO 12647-2 or any other colour management standard prescribed by Company; comply with all statutory requirements and all applicable regulations relating to the Goods: ; (asave where otherwise stated in the Purchase Order) will be of merchantable the highest quality of materials and workmanship and of satisfactory quality and free from all defects; conform to the Documentation referred to in the Purchase Order; be capable of the standard of performance specified in the Purchase Order; conform with any sample provided by Company to the Supplier; be and shall remain free from liens and encumbrances of any kind; be fit for the any purpose for which they are reasonably intended or required; (b) will be free from defects in design, material and workmanship; (c) shall be in conformity with supplied pursuant to the quantity, descriptions and other requirements stated in the Buyer’s Purchase Order and will correspond with their published specifications in all respects; (d) where applicable, conform in all respect with any samples provided purpose held out by the Seller; Supplier; and be of the quality, volume, weight or length specified in the Purchase Order. be delivered and installed at Company’s Client location at Suppliers Cost. It is a condition of any Contract that the Services shall be performed: in accordance with the specifications or standards of performance set out or referred to in the Purchase Order; to conform with all statutory requirements and all applicable regulations relating to the Services; in accordance with Good Industry Practice; and by suitably qualified and competent personnel who shall exercise all due skill and care and all due diligence in the execution thereof and that suitably qualified personnel are available from the Supplier for a reasonable period of time following delivery of the Services. It is a condition of this Agreement and/or any Contract (eas applicable) willthat the Supplier shall: not accept an order request from Company without being provided with a Purchase Order number; it has and shall continue to have for the duration of this Agreement and for such time after the expiry or termination of this Agreement as is necessary for the proper performance of its obligations under this Agreement, full capacity and authority and all necessary governmental, administrative and regulatory authorisations, licences, permits and consents to enter into and to perform this Agreement and to supply the Goods and/or Services and the Supplier undertakes to inform Company forthwith if any are withdrawn, limited or restricted in any way or are not renewed for any reason whether or not such withdrawal, limitation, restriction or non-renewal is a result of the fault or negligence of the Supplier. comply with its obligations in accordance with all applicable laws; promptly provide to Company all information, materials, ancillary services reasonably required in relation to the manufacture thereofGoods and/or Services; provide to Company such access to personnel and/or premises as is reasonably required in relation to the Goods and/or Services; maintain adequate procedures in accordance with Good Industry Practice to maintain the security of data in relation to this Agreement and/or any Contract; maintain adequate business continuity and disaster recovery procedures in accordance with Good Industry Practice; ensure that any employees or agents of the Supplier, who are required to enter any Company premises or its Client’s premises, comply with all enactments, orders, the security and health and safety regulations and other policies in force at such premises from time to time and obey the reasonable instructions of Company or other instruments issued its Client while on such premises; ensure that spare and/or replacement parts with respect to the Goods shall be available from the Supplier for a reasonable period of time following delivery of the Goods; and ensure that any unit prices for the Goods and/or Services do not exceed the unit prices charged by the government Supplier to other customers for similar quantities and delivery requirements. The Goods and/or Services shall not contain anything, and nothing shall be inserted or entered into the Goods and/or Services or any other competent authority in their place systems of manufacture; (f) will only be manufactured Company or any Client, including, without prejudice to the generality of the foregoing, any computer program code, computer virus, computer worm, Trojan horse, authorisation key, licence control utility or software lock, of which the Supplier is aware and which is intended by any person to, or is likely to: impair the operation of the Goods and/or Services or any computer systems or programs in the place possession of origin specified Company or any Client; or cause loss of, or corruption or damage to, any program or data held on the Goods and/or Services or any other computer systems or programs in the Seller’s Standing Quotation possession of Company or otherwise expressly agreed in writing any Client; or Damage the reputation of Company. With respect to the Goods, Company has the right to inspect and/or test the Goods at any time prior to delivery or after the delivery and Supplier agrees to provide Company with reasonable assistance to facilitate any such inspection and/or testing as required by Company or its Client. If the Buyer; (g) will comply with all applicable laws, regulations, statutory requirements and requirements results of any competent authority (including those relating inspection and/or testing cause Company to health, safety, importation, registration, sale and use) in both the country of origin and in Hong Kong; (h) (other than consignment stock) shall have an expiry date of not less than 18 months from the date of delivery to the Buyer, or such other period as agreed by the Buyer; and (i) in respect of consignment stock, shall have an expiry date of not less than 18 months from the date of deposit at Hospital premises, or such other period as agreed by the Buyer. 6.2 All manufacturers’ quality assurance/control report be of the product(s) must be properly filed and submitted to the Buyer upon request. 6.3 The Seller acknowledges opinion that the Goods are intended to be distributed do not conform with the Contract (and notwithstanding any other rights it may have at law or pursuant to the public hospitals for use byContract), administration onCompany shall inform the Supplier and the Supplier shall at its own cost immediately take any action as is necessary to ensure conformity. If the Supplier fails to take any action reasonably requested by Company, consumptionwithout prejudice to any other rights that Company may have, possession by and supply to patients Company may treat such failure as a repudiatory breach of the public hospitals. The Seller shall be fully responsible for Contract by the Supplier and shall indemnify have the Buyer against right to terminate it forthwith. All representations, statements or warranties made or given by the Supplier, its servants and agents (whether orally, in writing, or in any claim made by anyone in respect of the Supplier’s brochures catalogues and advertisements) regarding the quality and fitness for purpose of the Goods resulting directly or indirectly from or in connection with and/or the failure by the Seller to comply with any term standard of performance and quality of the Contract and/or the Purchase Order. 6.4 The Seller must keep the Buyer advised of any changes in Goods including but not limited Services shall be deemed to change in design, material, part numbers, supersessions, during the Validity Period. 6.5 The Seller shall undertake to provide the Authority at any time before Goods delivery with be an option to substitute Goods with new technology for any or all express condition of the offered Goods. The substitute Goods shall have performance characteristics and functional capability equivalent to or better than the originally offered Goods. Such substitution(s) shall cost less than or equal to the replaced Goods. These Terms and Conditions shall remain applicable to such substitutions(s) and the Authority reserves the right to accept or reject the proposed substitution(s)Contract. 6.6 Where product labelling and/or shelf life requirements are set out in the specifications, the use before date of all medical devices and consumables, if indicated in the format of MM/YY, will be made reference as use before the first day of the month.

Quality and Description. 6.1 The Seller represents and warrants that the Goods: (a) will be of merchantable quality and fit for the purpose for which they are reasonably intended or required; (b) will be free from defects in design, material and workmanship; (c) shall be in conformity with the quantity, descriptions and other requirements stated in the Buyer’s Purchase Order and will correspond with their published specifications in all respects; (d) where applicable, conform in all respect with any samples provided by the Seller; (e) will, in relation to the manufacture thereof, comply with all enactments, orders, regulations or other instruments issued by the government or other competent authority in their place of manufacture; (f) will only be manufactured in the place of origin specified in the Seller’s Standing Quotation or otherwise expressly agreed in writing by the Buyer; (g) will comply with all applicable laws, regulations, statutory requirements and requirements of any competent authority (including those relating to health, safety, importation, registration, sale and use) in both the country of origin and in Hong Kong; (h) (other than consignment stock) shall have an expiry date of not less than 18 12 months from the date of delivery to the Buyer, or such other period as agreed by the Buyer; and (i) in respect of consignment stock, shall have an expiry date of not less than 18 12 months from the date of deposit at Hospital premises, or such other period as agreed by the Buyer. 6.2 All manufacturers’ quality assurance/control report of the product(s) must be properly filed and submitted to the Buyer upon request. 6.3 The Seller acknowledges that the Goods are intended to be distributed to the public hospitals for use by, administration on, consumption, possession by and supply to patients of the public hospitals. The Seller shall be fully responsible for and shall indemnify the Buyer against any claim made by anyone in respect of the Goods resulting directly or indirectly from or in connection with the failure by the Seller to comply with any term of the Contract and/or the Purchase Order. 6.4 The Seller must keep the Buyer advised of any changes in Goods including but not limited to change in design, material, part numbers, supersessions, during the Validity Period. 6.5 The Seller shall undertake to provide the Authority at any time before Goods delivery with an option to substitute Goods with new technology for any or all of the offered Goods. The substitute Goods shall have performance characteristics and functional capability equivalent to or better than the originally offered Goods. Such substitution(s) shall cost less than or equal to the replaced Goods. These Terms and Conditions shall remain applicable to such substitutions(s) and the Authority reserves the right to accept or reject the proposed substitution(s). 6.6 Where product labelling and/or shelf life requirements are set out in the specifications, the use before date of all medical devices and consumables, if indicated in the format of MM/YY, will be made reference as use before the first day of the month.