RESPONSIBILITIES OF SUPPLIER. 4.1 The Supplier shall:
(a) provide the Services in accordance with the terms of this Agreement and the Statement of Work;
(b) use its commercially reasonable endeavours to complete any Deliverables set out under any Statement of Work;
(c) commit sufficient resources to the provision of the Services to enable their delivery in accordance with the Agreement and Statement of Work;
(d) provide the Services with due care, skill and ability in accordance with Good Industry Practice;
(e) take such steps as may be required to fulfil its obligations under this Agreement and any Statement of Work;
(f) utilising suitably skilled, qualified, experienced, supervised and vetted employees, agents, representatives and authorised sub-contractors who will exercise all reasonable skill and care;
(g) notify the Customer promptly if the Supplier is unable to comply with any of the terms of this Agreement, any of the Licence Agreements or any Statement of Work; and
(h) observe and ensure that its personnel observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer Sites and which have been communicated to it a week prior to the Services commencing, where the Supplier is required to be on such Customer Sites for the provision of the Services.
4.2 The Supplier shall co-operate with the Customer in all matters relating to the Services and shall appoint a Representative (“Supplier Representative”), as the contact throughout the Services.
4.3 The Customer confirms that the Supplier may employ sub-contractors without seeking the prior consent of the Customer. Notwithstanding the foregoing, the Supplier shall at all times be responsible for and liable in respect of the performance of all obligations under this Agreement, whether such obligations are performed by the Supplier itself, or any sub-contractor engaged by the Supplier and under the supervision of the Supplier.
4.4 For the avoidance of doubt, the Supplier shall only be held liable to the extent permitted under the respective Licence Agreements for the actions or omissions of any third parties and shall not be held liable for the actions and or omissions of any other third party including but not limited to Microsoft (whereby the Customer will have a direct contract in place with Microsoft through the CSP Agreement (together the “Third Parties”).
4.5 The Supplier shall provide reasonable notice to the Customer of any change in its senior personnel engaged as part ...
RESPONSIBILITIES OF SUPPLIER. SUPPLIER, at its cost and expense, shall cooperate with and assist DISTRIBUTOR in performing its duties under this Agreement and shall utilize its best efforts commensurate with its overall business to promote the sale and distribution of the Products. Without limiting the generality of the foregoing:
RESPONSIBILITIES OF SUPPLIER. Supplier will (i) furnish Distributor with current price and product information via email in mutually agreed upon format together with all available component parametric information including, but not limited to, part description, active status, and all key performance attributes, as may be necessary and in a manner that will allow Distributor to supply such information to Distributor’s customers; and (ii) ensure that the products, as manufactured and sold to Distributor, fully comply with all applicable laws, standards, codes and regulations.
RESPONSIBILITIES OF SUPPLIER. 5.1 Subject to the successful completion by Client of all of its obligations under Section 6 hereof and the satisfaction of the other conditions precedent set forth in this Agreement, Supplier assumes the responsibility, including all costs and expenses relating thereto, for the following duties necessary for the construction and operation of the System:
5.1.a. Provide specifications for the Client Site Work Preparations (as hereinafter defined) to Client promptly following the Effective Date and use its commercially reasonable efforts to provide for the design, engineering, construction (including the Site Civil Works), shipping, and installing the System at the POINT XXXXXX Site on the Premises and render the System operational according to the schedule specified in Exhibit D. Notwithstanding the foregoing, the Parties agree that if Supplier fails to supply Product Water in accordance with the Phase One schedule (as described in Exhibit D) to the POINT XXXXXX Site and such failure persists for more than two weeks after the Phase One Start Date (the “Supplier Grace Period”), provided that Client has successfully completed all of its obligations under Section 6 and that the Site Civil Works and Site Intake/Outfall Repairs and Improvements are completed according to the schedule referenced in Exhibit D and that the cause of such failure is not otherwise attributable to Client or any other causes set forth in Section 5.2 hereof, then ***;
5.1.b. Provide coordination support for Client retained Hazardous Materials third party contractor for Client Site Work Preparations collectively specified at Exhibit D. It is understood and agreed by the Parties that the Supplier shall not be responsible for the performance of the Client retained third party contractor.
5.1.c. Maintain, repair and provide all engineering, project management and field services required for the ongoing operations of the System throughout the Agreement Term as Supplier deems necessary. The Supplier shall provide a monthly operation and maintenance report to the Client;
5.1.d. Provide a state of the art SCADA system to control the System and allow for remote monitoring, control and diagnostics;
5.1.e. Provide all labor, parts and consumables required to operate, maintain, repair and replace the System and its components as Supplier deems necessary;
5.1.f. Pay all operating expenses of the System including expenses for labor, replacement membranes, filters, chemicals, parts and oil;
5.1.g. Prov...
RESPONSIBILITIES OF SUPPLIER. A. SUPPLIER shall perform the work in accordance with the terms and conditions of this Agreement.
B. SUPPLIER shall ensure that all employees assigned to render services under this Agreement are duly qualified, registered, licensed or certified to provide the services required.
C. SUPPLIER shall not engage in any obligations, undertakings, contracts or professional obligations that create a conflict of interest, or even an appearance of a conflict of interest, with respect to the goods and/or services provided pursuant to this Agreement. SUPPLIER attests to this via an Affidavit of No Conflict, Exhibit C.
D. COUNTY may require in writing that SUPPLIER remove from the provision of goods and/or services any of SUPPLIER’S personnel that COUNTY determines to be incompetent, careless or otherwise objectionable. No claims for an increase in compensation or agreement term based on COUNTY’S use of this provision will be valid.
RESPONSIBILITIES OF SUPPLIER a. Supplier shall apply its best efforts to fulfill all orders received from Distributor for the Product.
b. Distributor acknowledges that it is satisfied with the quality of the Product, and Supplier agrees to maintain its present standards of quality of the Product sold to Distributor hereunder.
c. Supplier may alter the formula or specifications for the Product covered by this Agreement and will obtain written acknowledgement from the Distributor.
RESPONSIBILITIES OF SUPPLIER. Supplier shall at all times during the Term of this Agreement:
(a) supply Product to Distributor in accordance with this Agreement;
(b) provide to Distributor, without charge, such technical information materials regarding the Product as Supplier deems reasonably necessary; and full information with respect to all Product specification changes.
(c) assume no market risk (risk that Product does not sell in the Territory); and
(d) assume responsibility for all costs and risks related to the manufacture and sale of Product not expressly assumed by Distributor under this Agreement.
RESPONSIBILITIES OF SUPPLIER. 2 4. ORDERS, DELIVERY, RESCHEDULING, CANCELLATION.................. 3 5. PRICES........................................................ 4 6.
RESPONSIBILITIES OF SUPPLIER. 2.1 Supplier will provide services including maintenance (as defined in Section 2.2), Service (as defined in Section 2.3), and Echo System Software Maintenance (as defined in Section 2.7) for the Instrument listed in the Quote during the Coverage Period. Services are limited to and shall not exceed those described in the Service Plans based on the Contract Type purchased and related Quote. Supplier has the option to subcontract Services directly for devices purchased from third-party manufacturers.
2.2 Supplier will perform planned maintenance (“PM”) on the Instrument per the schedule described in the Plans for the Contract Type purchased. Changes or additions to the services performed in the PM may be specified in the Quote. PM activities may be scheduled in advance with the Buyer’s consent or may be performed during repair or other service visits. Those with Compliance Contracts will be provided with Instrument performance certification documentation reflecting the work performed, including any software and or hardware replacement, adjustments and testing completed with the PM and or other major service incident as may be requested.
2.3 Supplier shall use commercially reasonable efforts to correct any reproducible functional error of the Instrument or, at Supplier’s reasonable discretion, to provide work-around solutions. As needed and applicable, Supplier’s service will consist of providing the Buyer with technical advice, repair or updates of the defective Instrument. Supplier’s sole determinant of a successful repair shall be that the Instrument performs at the level of the specifications of the Instrument when it was purchased from the Supplier. Such tests will be performed with consumables approved by the Supplier but purchased by the Buyer.
2.4 Supplier reserves the right to use repaired parts during the Coverage Period. For parts that have been replaced, Supplier is the sole owner of these parts and they may not be sold or repaired by the Buyer or any third party. Buyer shall not use repaired parts or any other parts unless pre-approved by the Supplier.
2.5 Supplier may choose to perform verification tests to establish instrument performance. These tests will be performed with consumables specified by the Supplier and purchased by the Buyer. Any purchased consumables to be used in the aforementioned test will be pre-approved by the Buyer.
2.6 As used herein, Echo System Software and Tempo Automation Control Software (“Instrument Software Maintenan...
RESPONSIBILITIES OF SUPPLIER. At its own cost, SUPPLIER shall be responsible for the following:
(a) The control and possession, operation and maintenance of the Power Station, including obtaining all necessary government consents, including environmental approvals, required in connection with the Power Station, in accordance with good industry practice, the technical parameters set forth as required by the offtaker and in compliance with Applicable Law. Provided that, the SUPPLIER shall not be held liable for any deficiency/ies arising from the requirements of any Government Consents, including but not limited to the Environmental Compliance Certificate (ECC), which occurred prior to the SUPPLIER’s control and possession of the Site;
(b) Making available for dispatch by OFFTAKER the generating capacity in accordance with the needs of the OFFTAKER of this Agreement;
(c) Acquisition of the Site by purchase, lease or any other arrangement entitling SUPPLIER to possession and occupation thereof until the termination of Commercial Operations Period;
(d) Cooperate with and assist OFFTAKER in securing any contract with, consent of or approvals from the Energy Regulatory Commission (the “ERC”), and any other office or agency or Government Authority necessary for the operation of Power Station and implementation of this Agreement;
(e) At its own cost, source, supply and arrange for the delivery of fuel to the Power Station, including providing for fuel storage facility, until the end of the Commercial Operations period; and
(f) Generate and supply the electricity requirements of OFFTAKER up to the Net Expected Energy level and deliver at the Delivery Point/s in accordance with the terms of this Agreement.
