QUALITY AND GUARANTEE. 6.1 The Supplier warrants its expertise (and, in addition, the expertise of any person engaged by the Supplier in the performance of the Services) and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Contract. Nothing contained in these Conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Contract. The Company shall be entitled to enter the Supplier’s premises to inspect and take samples of the Goods either complete or in the process of manufacture; the Supplier’s manufacturing facilities; or, as the case may be, any Services being performed at any reasonable time and to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Company to comply with the terms of the Contract provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods or any part thereof. 6.2 Goods shall be of first class quality, new and shall be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Contract and, unless otherwise agreed by the Company in writing, shall conform to all relevant laws regulations and standards, specifications and conditions. All work and Services performed by the Supplier shall comply with all relevant laws as well as with the company’s general working practices (including, without limitation, all applicable safety requirements). Furthermore, the Supplier shall ensure that all such work and Services shall pass such inspection as may be required by the Company, its customers or their agents or any government department concerned. The Supplier warrants that all Goods, where appropriate, shall have no extraneous or inherent objectionable odours or tastes whether toxic or not. Any packaging items whether printed or not, liable to come into direct contact with any food product or to be used in the intimate packaging of it, must be incapable of giving rise to any hazard to health when so used, and conform to all legislation which relates to plastics in contact with food. 6.3 Notwithstanding that the Company has accepted the Goods or part thereof or the Services (or part thereof) or (where the contract is for the sale of specific goods) the title in the Goods has passed to the Company, the breach by the Supplier of any express or implied condition to be fulfilled by it may be treated as a ground for rejecting the Goods and treating the contract as repudiated. 6.4 The Company shall be entitled to require the Supplier to perform the obligations contained in Condition 6.5 or, at its option, reject the Goods and treat the contract as repudiated at any time prior to the expiration of three months after delivery to the Company (where the defect is apparent on a visual inspection) or in any other case three months after the Company has discovered the defect in question. 6.5 Without prejudice to the Company's right to treat the contract as repudiated, if the Company notifies the Supplier of any defective or damaged Goods/Services, the Supplier shall be responsible for making good with all possible speed the defective or damaged Goods or faulty workmanship (fair wear and tear excepted) including full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses incurred by the Company including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier. As soon as the Company shall have given notice in accordance with this Condition 6.5 the defective Goods shall be at the Supplier's risk and expense. 6.6 The Supplier agrees to assign to the Company upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof. 6.7 The Supplier warrants that in the production, supply and distribution of the Goods and/or the Services (as the case may be) and the provision of information relating thereto it will: (a) comply with the duties imposed on it by law in particular by Regulation (EC) No. 178/2002, and all other regulations governing the supply of foodstuffs and other goods intended for human consumption prevailing from time to time in the European Union. The Supplier also warrants that it will comply with the Health and Safety at Work etc. Act 1989 or any amendment thereto or re-enactment thereof and of all other statutory provisions, bye-laws, rules and regulations so far as they are applicable to the Goods and/or the Services (as the case may be); and (b) that it will perform the contract such that no liability is incurred by the Company under such statutory provisions, bye-laws, rules and regulations; and (c) that all Goods and Services supplied will be supplied with all necessary labelling and packaging to comply with current statutory requirements from time to time. 6.8 The Supplier shall indemnify the Company against:- (a) all losses, costs, damages, expenses and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under each Contract; (b) any claims for infringement of any patents, design right, copyright, registered design, or trade mark by reason of the use or sale of the Goods (and/or Services) supplied (save where the Goods shall have been manufactured in accordance with specifications or designs supplied solely by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur or have to bear or for which the Company may become liable as a result of such claims for infringement; (c) all claims in respect of royalties payable by the Supplier in respect of the Goods and/or Services; (d) all claims arising out of errors and omissions in drawings, calculations, labelling, packing details or other particulars supplied by the Supplier; and (e) all claims made against the Company arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors. 6.9 The Supplier shall maintain to the Company's satisfaction adequate cover against such product liability and Other Risks necessary to cover the liability of the Supplier to the Company (For the purposes of this Condition 6.9 “Other Risks” shall include all transit risks for the full reinstatement value of the Goods supplied to the Company and such policy shall include the interest of the Company in the Goods supplied). The Supplier’s insurance company must be ‘A’ rated and acceptable to the Company. The Company reserves the right to inspect and approve such policies of insurance and the Company requires the Supplier to provide a Certificate of Insurance evidencing current policy levels. The Certificate of Insurance shall contain the following minimum information, (i) named insured, (ii) address, (iii) business description, and (iv) period of cover, and further comply with the following requirements:
Appears in 2 contracts
Samples: Supply Agreement, Supply Agreement
QUALITY AND GUARANTEE. 6.1 The Supplier warrants its expertise (and, in addition, the expertise of any person engaged by the Supplier in the performance of the Services) and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Contract. Nothing contained in these Conditions conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Contract. The Company shall be entitled to enter the Supplier’s 's premises to inspect and take samples of the Goods either complete or in the process of manufacture; the Supplier’s 's manufacturing facilities; or, as the case may be, any Services being performed at any reasonable time and to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Company to comply with the terms of the Contract provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods or any part thereof.
6.2 Goods shall be of first class quality, new and shall be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Contract and, unless otherwise agreed by the Company in writing, shall conform to all relevant laws regulations and standards, specifications and conditions. All work and Services performed by the Supplier shall comply with all relevant laws as well as with the company’s 's general working practices (including, without limitation, all applicable safety requirements). Furthermore, the Supplier shall ensure that all such work and Services shall pass such inspection as may be required by the Company, its customers or their agents or any government department concerned. The Supplier warrants that all Goods, where appropriate, shall have no extraneous or inherent objectionable odours or tastes whether toxic or not. Any packaging items whether printed or not, liable to come into direct contact with any food product or to be used in the intimate packaging of it, must be incapable of giving rise to any hazard to health when so used, and conform to all legislation which relates to plastics in contact with food.
6.3 Notwithstanding that the Company has accepted the Goods or part thereof or the Services (or part thereof) or (where the contract is for the sale of specific goods) the title in the Goods has passed to the Company, the breach by the Supplier of any express or implied condition to be fulfilled by it may be treated as a ground for rejecting the Goods and treating the contract as repudiated.
6.4 The Company shall be entitled to require the Supplier to perform the obligations contained in Condition condition 6.5 or, at its option, reject the Goods and treat the contract as repudiated at any time prior to the expiration of three months after delivery to the Company (where the defect is apparent on a visual inspection) or in any other case three months after the Company has discovered the defect in question.
6.5 Without prejudice to the Company's right to treat the contract as repudiated, if the Company notifies the Supplier of any defective or damaged Goods/Services, the Supplier shall be responsible for making good with all possible speed the defective or damaged Goods or faulty workmanship (fair wear and tear excepted) including full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses incurred by the Company including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier. As soon as the Company shall have given notice in accordance with this Condition condition 6.5 the defective Goods shall be at the Supplier's risk and expense.
6.6 The Supplier agrees to assign to the Company upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof.
6.7 The Supplier warrants that in the production, supply and distribution of the Goods and/or the Services (as the case may be) and the provision of information relating thereto it will:
(ai) comply with the duties imposed on it by law in particular by Regulation (EC) No. 178/2002, and all other regulations governing the supply of foodstuffs and other goods intended for human consumption prevailing from time to time in the European Union. The Supplier also warrants that it will comply with the Health and Safety at Work etc. Act 1989 or any amendment thereto or re-enactment thereof and of all other statutory provisions, bye-bye- laws, rules and regulations so far as they are applicable to the Goods and/or the Services (as the case may be); and
(bii) that it will perform the contract such that no liability is incurred by the Company under such statutory provisions, bye-laws, rules and regulations; and
(ciii) that all Goods and Services supplied will be supplied with all necessary labelling and packaging to comply with current statutory requirements from time to time.
6.8 The Supplier shall indemnify the Company against:-against: -
(a) all losses, costs, damages, expenses and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under each Contract;
(b) any claims for infringement of any patents, design right, copyright, registered design, or trade mark by reason of the use or sale of the Goods (and/or Services) supplied (save where the Goods shall have been manufactured in accordance with specifications or designs supplied solely by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur or have to bear or for which the Company may become liable as a result of such claims for infringement;
(c) all claims in respect of royalties payable by the Supplier in respect of the Goods and/or Services;
(d) all claims arising out of errors and omissions in drawings, calculations, labelling, packing details or other particulars supplied by the Supplier; and
(e) all claims made against the Company arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors.
6.9 The Supplier shall maintain to the Company's satisfaction adequate cover by insurance against such product liability and Other Risks other risks necessary to cover the liability of the Supplier to the Company (For and subject to the purposes Company's right to inspect and approve such policies of this Condition 6.9 “insurance. Such Product Liability policy shall include a limit of indemnity for the amount stipulated by the Company but in any event, not less than €5m for any one claim or series of claims arising from the one incident and it shall indemnify the Company as Principal. "Other Risks” " as referred to above in this Clause 6.9 shall include all transit risks for the full reinstatement value of the Goods supplied to the Company and such policy shall include the interest of the Company in the Goods supplied). The .
6.10 To the extent that any damage or loss arising from or connected with the design or formulation of the Goods or Services supplied to the Company cannot be covered by the Product Liability policy required under the foregoing Clause, the Supplier shall effect Professional Indemnity insurance in respect of such damage or loss with a limit of indemnity for the amount stipulated by the Company but in any event, not less than E3.2m for any one claim or series of claims arising from the one incident.
6.11 Where the Contract includes any work (and this includes the acts of delivery, loading and/or unloading) to be done on the Company's premises, it is placed conditionally upon the Supplier’s insurance company must :
(a) indemnifying the Company in respect of injury, fatal or otherwise, loss, expense or damage, regardless of howsoever or by whom caused including all claims or proceedings of whatsoever nature and costs, arising out of or in the course of the execution of the Contract unless proved to be ‘A’ rated and acceptable due to the act neglect or default of the Company's authorised servant or agent;
(b) maintaining to the Company. The Company reserves 's satisfaction adequate cover by insurance for employer's liability and third party liability risks (including third party motor risks) and subject to the Company's right to inspect and approve such policies of insurance and insurance. Such Employers Liability policy shall include a limit of indemnity for the amount stipulated by the Company requires but in any event, not less than €13m for any one claim and it shall indemnify the Supplier to provide Company as Principal. Such Public Liability and/or Motor policy shall include a Certificate limit of Insurance evidencing current policy levels. The Certificate indemnity for the amount stipulated by the Company but in any event, not less than €5m for any one claim or series of Insurance claims arising from the one incident and it shall contain indemnify the following minimum information, (i) named insured, (ii) address, (iii) business description, and (iv) period of cover, and further comply with the following requirements:Company as Principal.
Appears in 1 contract
Samples: Supply Agreement
QUALITY AND GUARANTEE. 6.1 The Supplier warrants its expertise (and, in addition, the expertise of any person engaged by the Supplier in the performance of the Services) and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Contract. Nothing contained in these Conditions conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Contract. The Company shall be entitled to enter the Supplier’s premises to inspect and take samples of the Goods either complete or in the process of manufacture; the Supplier’s manufacturing facilities; or, as the case may be, any Services being performed at any reasonable time and to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Company to comply with the terms of the Contract provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods or any part thereof.
6.2 Goods shall be of first class quality, new and shall be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Contract and, unless otherwise agreed by the Company in writing, shall conform to all relevant laws regulations and standards, specifications and conditions. All work and Services performed by the Supplier shall comply with all relevant laws as well as with the company’s general working practices (including, without limitation, all applicable safety requirements). Furthermore, the Supplier shall ensure that all such work and Services shall pass such inspection as may be required by the Company, its customers or their agents or any government department concerned. The Supplier warrants that all Goods, where appropriate, shall have no extraneous or inherent objectionable odours or tastes whether toxic or not. Any packaging items whether printed or not, liable to come into direct contact with any food product or to be used in the intimate packaging of it, must be incapable of giving rise to any hazard to health when so used, and conform to all legislation which relates to plastics in contact with food.
6.3 Notwithstanding that the Company has accepted the Goods or part thereof or the Services (or part thereof) or (where the contract is for the sale of specific goods) the title in the Goods has passed to the Company, the breach by the Supplier of any express or implied condition to be fulfilled by it may be treated as a ground for rejecting the Goods and treating the contract as repudiated.
6.4 The Company shall be entitled to require the Supplier to perform the obligations contained in Condition condition 6.5 or, at its option, reject the Goods and treat the contract as repudiated at any time prior to the expiration of three months after delivery to the Company (where the defect is apparent on a visual inspection) or in any other case three months after the Company has discovered the defect in question.
6.5 Without prejudice to the Company's right to treat the contract as repudiated, if the Company notifies the Supplier of any defective or damaged Goods/Services, the Supplier shall be responsible for making good with all possible speed the defective or damaged Goods or faulty workmanship (fair wear and tear excepted) including full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses incurred by the Company including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier. As soon as the Company shall have given notice in accordance with this Condition 6.5 the defective Goods shall be at the Supplier's risk and expense.
6.6 The Supplier agrees to assign to the Company upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof.
6.7 The Supplier warrants that in the production, supply and distribution of the Goods and/or the Services (as the case may be) and the provision of information relating thereto it will:
(a) comply with the duties imposed on it by law in particular by Regulation (EC) No. 178/2002, and all other regulations governing the supply of foodstuffs and other goods intended for human consumption prevailing from time to time in the European Union. The Supplier also warrants that it will comply with the Health and Safety at Work etc. Act 1989 or any amendment thereto or re-enactment thereof and of all other statutory provisions, bye-laws, rules and regulations so far as they are applicable to the Goods and/or the Services (as the case may be); and
(b) that it will perform the contract such that no liability is incurred by the Company under such statutory provisions, bye-laws, rules and regulations; and
(c) that all Goods and Services supplied will be supplied with all necessary labelling and packaging to comply with current statutory requirements from time to time.
6.8 The Supplier shall indemnify the Company against:-
(a) all losses, costs, damages, expenses and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under each Contract;
(b) any claims for infringement of any patents, design right, copyright, registered design, or trade mark by reason of the use or sale of the Goods (and/or Services) supplied (save where the Goods shall have been manufactured in accordance with specifications or designs supplied solely by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur or have to bear or for which the Company may become liable as a result of such claims for infringement;
(c) all claims in respect of royalties payable by the Supplier in respect of the Goods and/or Services;
(d) all claims arising out of errors and omissions in drawings, calculations, labelling, packing details or other particulars supplied by the Supplier; and
(e) all claims made against the Company arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors.
6.9 The Supplier shall maintain to the Company's satisfaction adequate cover against such product liability and Other Risks necessary to cover the liability of the Supplier to the Company (For the purposes of this Condition 6.9 “Other Risks” shall include all transit risks for the full reinstatement value of the Goods supplied to the Company and such policy shall include the interest of the Company in the Goods supplied). The Supplier’s insurance company must be ‘A’ rated and acceptable to the Company. The Company reserves the right to inspect and approve such policies of insurance and the Company requires the Supplier to provide a Certificate of Insurance evidencing current policy levels. The Certificate of Insurance shall contain the following minimum information, (i) named insured, (ii) address, (iii) business description, and (iv) period of cover, and further comply with the following requirements:condition
Appears in 1 contract
Samples: Supply Agreement
QUALITY AND GUARANTEE. 6.1 The Supplier warrants its expertise (and, in addition, the expertise of any person engaged by the Supplier in the performance of the Services) and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Contract. Nothing contained in these Conditions conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Contract. The Company shall be entitled to enter the Supplier’s premises to inspect and take samples of the Goods either complete or in the process of manufacture; the Supplier’s manufacturing facilities; or, as the case may be, any Services being performed at any reasonable time and to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Company to comply with the terms of the Contract provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods or any part thereof.
6.2 Goods shall be of first class quality, new and shall be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Contract and, unless otherwise agreed by the Company in writing, shall conform to all relevant laws regulations and standards, specifications and conditions. All work and Services performed by the Supplier shall comply with all relevant laws as well as with the company’s general working practices (including, without limitation, all applicable safety requirements). Furthermore, the Supplier shall ensure that all such work and Services shall pass such inspection as may be required by the Company, its customers or their agents or any government department concerned. The Supplier warrants that all Goods, where appropriate, shall have no extraneous or inherent objectionable odours or tastes whether toxic or not. Any packaging items whether printed or not, liable to come into direct contact with any food product or to be used in the intimate packaging of it, must be incapable of giving rise to any hazard to health when so used, and conform to all legislation which relates to plastics in contact with food.
6.3 Notwithstanding that the Company has accepted the Goods or part thereof or the Services (or part thereof) or (where the contract is for the sale of specific goods) the title in the Goods has passed to the Company, the breach by the Supplier of any express or implied condition to be fulfilled by it may be treated as a ground for rejecting the Goods and treating the contract as repudiated.
6.4 The Company shall be entitled to require the Supplier to perform the obligations contained in Condition condition 6.5 or, at its option, reject the Goods and treat the contract as repudiated at any time prior to the expiration of three months after delivery to the Company (where the defect is apparent on a visual inspection) or in any other case three months after the Company has discovered the defect in question.
6.5 Without prejudice to the Company's right to treat the contract as repudiated, if the Company notifies the Supplier of any defective or damaged Goods/Services, the Supplier shall be responsible for making good with all possible speed the defective or damaged Goods or faulty workmanship (fair wear and tear excepted) including full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses incurred by the Company including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier. As soon as the Company shall have given notice in accordance with this Condition condition 6.5 the defective Goods shall be at the Supplier's risk and expense.
6.6 The Supplier agrees to assign to the Company upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof.
6.7 The Supplier warrants that in the production, supply and distribution of the Goods and/or the Services (as the case may be) and the provision of information relating thereto it will:
(a) comply with the duties imposed on it by law in particular by Regulation (EC) No. 178/2002, and all other regulations governing the supply of foodstuffs and other goods intended for human consumption prevailing from time to time in the European Uniontime. The Supplier also warrants that it will comply with the Health health and Safety at Work etc. Act 1989 or any amendment thereto or re-enactment thereof and of all other statutory provisionssafety laws, bye-laws, rules and regulations so far as they are applicable to the Goods and/or the Services (as the case may be); and
(b) that it will perform the contract such that no liability is incurred by the Company under such statutory provisions, bye-laws, rules and regulations; and
(c) that all Goods and Services supplied will be supplied with all necessary labelling and packaging to comply with current statutory requirements from time to time.
6.8 The Supplier shall indemnify the Company against:-
(a) all losses, costs, damages, expenses and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under each Contract;
(b) any claims for infringement of any patents, design right, copyright, registered design, or trade mark xxxx by reason of the use or sale of the Goods (and/or Services) supplied (save where the Goods shall have been manufactured in accordance with specifications or designs supplied solely by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur or have to bear or for which the Company may become liable as a result of such claims for infringement;
(c) all claims in respect of royalties payable by the Supplier in respect of the Goods and/or Services;
(d) all claims arising out of errors and omissions in drawings, calculations, labelling, packing details or other particulars supplied by the Supplier; and
(e) all claims made against the Company arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors.
6.9 The Supplier shall maintain to the Company's satisfaction adequate cover by insurance against such product liability and Other Risks other risks necessary to cover the liability of the Supplier to the Company (For and subject to the purposes Company's right to inspect and approve such policies of this Condition 6.9 insurance. Such Product Liability policy shall include a limit of indemnity for the amount stipulated by the Company but in any event, not less than €5m for any one claim or series of claims arising from the one incident and it shall indemnify the Company as Principal. “Other Risks” as referred to above in this Condition 6.9 shall include all transit risks for the full reinstatement value of the Goods supplied to the Company and such policy shall include the interest of the Company in the Goods supplied). The .
6.10 To the extent that any damage or loss arising from or connected with the design or formulation of the Goods or Services supplied to the Company cannot be covered by the Product Liability policy required under the foregoing Condition, the Supplier shall effect Professional Indemnity insurance in respect of such damage or loss with a limit of indemnity for the amount stipulated by the Company but in any event, not less than €3.2m for any one claim or series of claims arising from the one incident.
6.11 Where the Contract includes any work (and this includes the acts of delivery, loading and/or unloading) to be done on the Company's premises, it is placed conditionally upon the Supplier’s insurance company must :
(a) indemnifying the Company in respect of injury, fatal or otherwise, loss, expense or damage, regardless of howsoever or by whom caused including all claims or proceedings of whatsoever nature and costs, arising out of or in the course of the execution of the Contract unless proved to be ‘A’ rated and acceptable due to the act neglect or default of the Company's authorised servant or agent;
(b) maintaining to the Company. The Company reserves 's satisfaction adequate cover by insurance for employer's liability and third party liability risks (including third party motor risks) and subject to the Company's right to inspect and approve such policies of insurance and insurance. Such Employers Liability policy shall include a limit of indemnity for the amount stipulated by the Company requires but in any event, not less than €13m for any one claim and it shall indemnify the Supplier to provide Company as Principal. Such Public Liability and/or Motor policy shall include a Certificate limit of Insurance evidencing current policy levels. The Certificate indemnity for the amount stipulated by the Company but in any event, not less than €5m for any one claim or series of Insurance claims arising from the one incident and it shall contain indemnify the following minimum information, (i) named insured, (ii) address, (iii) business description, and (iv) period of cover, and further comply with the following requirements:Company as Principal.
Appears in 1 contract
Samples: Supply Agreement
QUALITY AND GUARANTEE. 6.1 The Supplier warrants its expertise (and, in addition, the expertise of any person engaged by the Supplier in the performance of the Services) and confirms the accuracy of all statements and representations made in respect of the Goods and Services prior to the Contract. Nothing contained in these Conditions conditions shall in any way detract from the Supplier's obligations under common law or statute or any express warranty or condition contained in the Contract. The Company shall be entitled to enter the Supplier’s 's premises to inspect and take samples of the Goods either complete or in the process of manufacture; the Supplier’s 's manufacturing facilities; or, as the case may be, any Services being performed at any reasonable time and to require all defects or deficiencies to be made good and alterations made in the event of any failure in the opinion of the Company to comply with the terms of the Contract provided nevertheless that such inspection or right to inspect shall not of itself constitute acceptance or approval of the Goods or any part thereof.
6.2 Goods shall be of first class quality, new and shall be supplied strictly in accordance with the quantities, drawings, specifications, standards and stipulations contained in or annexed to the Contract and, unless otherwise agreed by the Company in writing, shall conform to all relevant laws regulations and standards, specifications and conditions. All work and Services performed by the Supplier shall comply with all relevant laws as well as with the company’s 's general working practices (including, without limitation, all applicable safety requirements). Furthermore, the Supplier shall ensure that all such work and Services shall pass such inspection as may be required by the Company, its customers or their agents or any government department concerned. The Supplier warrants that all Goods, where appropriate, shall have no extraneous or inherent objectionable odours or tastes whether toxic or not. Any packaging items whether printed or not, liable to come into direct contact with any food product or to be used in the intimate packaging of it, must be incapable of giving rise to any hazard to health when so used, and conform to all legislation which relates to plastics in contact with food.
6.3 Notwithstanding that the Company has accepted the Goods or part thereof or the Services (or part thereof) or (where the contract is for the sale of specific goods) the title in the Goods has passed to the Company, the breach by the Supplier of any express or implied condition to be fulfilled by it may be treated as a ground for rejecting the Goods and treating the contract as repudiated.
6.4 The Company shall be entitled to require the Supplier to perform the obligations contained in Condition condition 6.5 or, at its option, reject the Goods and treat the contract as repudiated at any time prior to the expiration of three months after delivery to the Company (where the defect is apparent on a visual inspection) or in any other case three months after the Company has discovered the defect in question.
6.5 Without prejudice to the Company's right to treat the contract as repudiated, if the Company notifies the Supplier of any defective or damaged Goods/Services, the Supplier shall be responsible for making good with all possible speed the defective or damaged Goods or faulty workmanship (fair wear and tear excepted) including full replacement where necessary together with all costs of delivery to site and installation and all other costs and expenses incurred by the Company including but not limited to costs in relation to the premises at which the Goods are situated or to other plant and machinery in order to enable or facilitate such making good by the Supplier. As soon as the Company shall have given notice in accordance with this Condition condition 6.5 the defective Goods shall be at the Supplier's risk and expense.
6.6 The Supplier agrees to assign to the Company upon request the benefit of any warranty, guarantee or similar right which it has against any third party manufacturer or supplier of the Goods or any part thereof.
6.7 The Supplier warrants that in the production, supply and distribution of the Goods and/or the Services (as the case may be) and the provision of information relating thereto it will:
(ai) comply with the duties imposed on it by law in particular by Regulation (EC) No. 178/2002, and all other regulations governing the supply of foodstuffs and other goods intended for human consumption prevailing from time to time in the European Union. The Supplier also warrants that it will comply with the Health and Safety at Work etc. Act 1989 or any amendment thereto or re-enactment thereof and of all other statutory provisions, bye-bye- laws, rules and regulations so far as they are applicable to the Goods and/or the Services (as the case may be); and
(bii) that it will perform the contract such that no liability is incurred by the Company under such statutory provisions, bye-laws, rules and regulations; and
(ciii) that all Goods and Services supplied will be supplied with all necessary labelling and packaging to comply with current statutory requirements from time to time.
6.8 The Supplier shall indemnify the Company against:-against: -
(a) all losses, costs, damages, expenses and claims caused to and made against the Company which would not have been caused or made had the Supplier fulfilled its express or implied obligations under each Contract;
(b) any claims for infringement of any patents, design right, copyright, registered design, or trade mark by reason of the use or sale of the Goods (and/or Services) supplied (save where the Goods shall have been manufactured in accordance with specifications or designs supplied solely by the Company) and against all losses, costs, damages, expenses and claims which the Company may incur or have to bear or for which the Company may become liable as a result of such claims for infringement;
(c) all claims in respect of royalties payable by the Supplier in respect of the Goods and/or Services;
(d) all claims arising out of errors and omissions in drawings, calculations, labelling, packing details or other particulars supplied by the Supplier; and
(e) all claims made against the Company arising out of the acts and omissions of the Supplier, its employees, agents or its sub-contractors.
6.9 The Supplier shall maintain to the Company's satisfaction adequate cover by insurance against such product liability and Other Risks other risks necessary to cover the liability of the Supplier to the Company (For and subject to the purposes Company's right to inspect and approve such policies of this Condition 6.9 “insurance. Such Product Liability policy shall include a limit of indemnity for the amount stipulated by the Company but in any event, not less than £5m for any one claim or series of claims arising from the one incident and it shall indemnify the Company as Principal. "Other Risks” " as referred to above in this Clause 6.9 shall include all transit risks for the full reinstatement value of the Goods supplied to the Company and such policy shall include the interest of the Company in the Goods supplied). The .
6.10 To the extent that any damage or loss arising from or connected with the design or formulation of the Goods or Services supplied to the Company cannot be covered by the Product Liability policy required under the foregoing Clause, the Supplier shall effect Professional Indemnity insurance in respect of such damage or loss with a limit of indemnity for the amount stipulated by the Company but in any event, not less than E3.2m for any one claim or series of claims arising from the one incident.
6.11 Where the Contract includes any work (and this includes the acts of delivery, loading and/or unloading) to be done on the Company's premises, it is placed conditionally upon the Supplier’s insurance company must :
(a) indemnifying the Company in respect of injury, fatal or otherwise, loss, expense or damage, regardless of howsoever or by whom caused including all claims or proceedings of whatsoever nature and costs, arising out of or in the course of the execution of the Contract unless proved to be ‘A’ rated and acceptable due to the act neglect or default of the Company's authorised servant or agent;
(b) maintaining to the Company. The Company reserves 's satisfaction adequate cover by insurance for employer's liability and third party liability risks (including third party motor risks) and subject to the Company's right to inspect and approve such policies of insurance and insurance. Such Employers Liability policy shall include a limit of indemnity for the amount stipulated by the Company requires but in any event, not less than £13m for any one claim and it shall indemnify the Supplier to provide Company as Principal. Such Public Liability and/or Motor policy shall include a Certificate limit of Insurance evidencing current policy levels. The Certificate indemnity for the amount stipulated by the Company but in any event, not less than £5m for any one claim or series of Insurance claims arising from the one incident and it shall contain indemnify the following minimum information, (i) named insured, (ii) address, (iii) business description, and (iv) period of cover, and further comply with the following requirements:Company as Principal.
Appears in 1 contract
Samples: Supply Agreement
