Supplier Obligations Sample Clauses
The Supplier Obligations clause defines the specific duties and responsibilities that the supplier must fulfill under the contract. This typically includes requirements such as delivering goods or services on time, meeting quality standards, complying with applicable laws, and providing necessary documentation or support. By clearly outlining what is expected from the supplier, this clause ensures accountability and helps prevent misunderstandings or disputes regarding performance.
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Supplier Obligations. (a) Supplier shall not access (including remote access), copy, use or other process any Personal Information to be less than expressly necessary for the provision of the services subject to this Purchase Order. Supplier will ensure that the Supplier that all its obligations in relation to the processing of Personal Information by force of this Purchase Order are applied employees and representatives.
(b) Supplier shall process the Data from the Novartis on your behalf only through the novartis' express instructions and will process such data exclusively for the purposes set out in this Purchase Order and in the form necessary for the implementation of the services contracted herein.
(c) Where supplier is obliged to disclose any Personal Information and/or Personal Information Novartis obtained under this purchase order, due to the request for competent authority, it shall communicate immediately to Novartis on this request and always get your consent to any disclosure.
(d) Supplier shall ensure strict confidentiality of Novartis Data and/or Personal Information to which you have had access during the execution of the services now contracted and not transmit or otherwise disclose this Data and/or Personal Information to third parties.
(e) Supplier may not subcontract or transfer to third parties the rights and obligations assumed through this Purchase Order without the prior written consent of the Novartis. Novartis will authorize the subcontracting or transfer only if the Supplier to establish with the subcontractor a written agreement by assigning to the subcontractor the rights and obligations assigned to it, under this Purchase Order. No notwithstanding the foregoing, the Supplier will remain fully responsible for the fulfillment of its obligations and the subcontractor, under this Purchase Order.
(f) Supplier shall comply with all obligations relating to the Data Security of the Novartis and/or Personal Information to which have access, equivalent to those imposed on the Novartis, and shall adopt and implement all technical and organizational measures to adequately protect Novartis Data against any change, use and disclosure not accidental loss or destruction or illegal.
(g) Supplier shall, upon Novartis request or at the end of this Purchase Order, destroy or return to Novartis all Personal Information and/or Personal Data of Novartis collected, stored and processed in the scope of this Purchase Order as well as all materials or documents generated or...
Supplier Obligations. The Supplier shall: ensure a consistent and reliable supply of Products that meet the specifications and quality standards detailed in Schedule 1; implement robust quality control measures and provide warranties as set forth in this Agreement; process and fulfill purchase orders promptly, adhering to the delivery timelines and shipping terms specified in Schedule 4; provide clear and up-to-date information on product availability, technical specifications, and any changes to the Products; supply the Reseller with approved marketing materials, product images, and branding guidelines to facilitate effective promotion; offer co-branding opportunities and participate in joint marketing initiatives, as agreed upon in Schedule 5; provide training, technical support, and product updates to ensure that the Reseller and its sales team are well-equipped to market and support the Products; respond promptly to inquiries from the Reseller regarding product specifications, order status, or any issues affecting product performance; maintain compliance with all applicable laws, regulations, and industry standards governing the production and sale of the Products; keep the Reseller informed of any changes to product designs, manufacturing processes, or policies that may affect the Reseller’s operations; protect the confidentiality of any sensitive information provided by the Reseller; and ensure that all intellectual property rights in the Products and related materials are respected, and grant the Reseller the necessary license to use such intellectual property in connection with marketing and selling the Products.
Supplier Obligations. 6.1 The Supplier shall:
6.1.1 at all times allocate sufficient resources to supply the Services in accordance with this Contract;
6.1.2 provide and fulfil any ancillary or incidental service, function or responsibility not specified in the Service Specification where such service, function or responsibility is necessary for the proper performance of the relevant Services;
6.1.3 obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary for the provision of the Services or performance of any other obligation under this Contract;
6.1.4 ensure the Supplier Assets and the Accommodation used in the performance of the Services will be free of all Encumbrances (except as agreed in writing with the Authority);
6.1.5 ensure that in the performance of its obligations under this Contract it does not disrupt the operations of the Authority or any Other Supplier;
6.1.6 ensure that any documentation, information and training provided to the Authority under this Contract is comprehensive, accurate and prepared in accordance with Good Industry Practice;
6.1.7 co-operate with the Other Supplier(s) to enable such Other Supplier(s) to provide services to the Authority and, on the expiry or termination of this Contract for any reason, to enable the timely mobilisation of the Services (or any of them) to the Authority and/or to any Replacement Supplier in accordance with Schedule 11 (Exit/Handback Provisions) and the Exit Plan, including:
(a) providing reasonable information (including any documentation), advice and assistance in connection with the Services to the Other Supplier(s); and
(b) entering into such agreements and collaborative arrangements which may be reasonably required by the Authority from time to time;
6.1.8 to the extent it is legally able to do so, hold on trust for the sole benefit of the Authority, all warranties and indemnities provided by third parties or any Sub- contractor in respect of any Deliverables and/or the Services and, where any such warranties and indemnities are held on trust, at its cost enforce such warranties and indemnities in accordance with any reasonable directions that the Authority may notify from time to time to the Supplier;
6.1.9 unless it can demonstrate to the Authority, acting reasonably, that it is unable to do so, assign to the Authority on the Authority's written request and at t...
Supplier Obligations. The Supplier agrees to: provide the Distributor with a consistent and reliable supply of Products that meet the specifications and quality standards set forth in Schedule 1; process and fulfill purchase orders promptly and deliver the Products in accordance with the delivery terms set forth in Schedule 4; supply the Distributor with approved marketing materials and product information to aid in the promotion of the Products; provide necessary technical support, product updates, and training to ensure that the Distributor can effectively market and sell the Products; and maintain clear and timely communication regarding product changes, updates, or any issues that may affect the Distributor’s ability to market and distribute the Products.
Supplier Obligations. At all times during the Term, the Supplier is required to:
(a) comply with dairy licensing requirements and must harvest and hold Milk in an approved dairy premises and comply with the relevant State Food Authority licence conditions and regulations;
(b) take all reasonable steps to ensure the health and safety of Tatura staff and Tatura’s contracted tanker drivers while they are on the Farms;
(c) provide safe and suitable access to allow an easy entrance and exit for Tatura’s contracted tankers to and from the Farms and efficient collection of the Milk from the Farms;
(d) comply with all applicable laws, regulations and mandatory codes, including but not limited to those in relation to occupational health and safety, employment and workplace relations, modern slavery, environmental management, waste management and animal welfare; and
(e) take all reasonable steps to avoid the use of GMO feeds and feed products. A failure by the Supplier to comply with any of the above obligations may result in the suspension of this Agreement in accordance with section 6.6(c) or, subject to section 7.1(b), termination of this Agreement.
Supplier Obligations. 2.1 Deliverables Supplier agrees to supply, and ▇▇▇▇▇ NZT agrees to acquire, the Deliverables subject to and in accordance with the terms of the Agreement.
2.2 Performance standards Supplier will perform its obligations under the Agreement in a timely manner and in accordance with Good Industry Practice.
2.3 Laws, licences and approvals In carrying out its activities in connection with this Agreement, Supplier will comply with all applicable Laws and will not commit any act or omit to do anything that causes or has the potential to cause Spark NZT to breach any Laws. Supplier will have all the licences, consents and approvals needed to supply the Deliverables and perform and observe its other obligations in accordance with the Agreement.
2.4 Requirements Supplier will provide the Deliverables to Spark NZT free of Defects and in accordance with all applicable Requirements, Service Levels and timeframes for delivery set out in a Side Letter or PO.
2.5 Co-operation Supplier will co-operate in good faith and in a timely manner with other Spark NZT suppliers, and if reasonably requested by Spark NZT, will provide information and assistance as necessary to facilitate the supply of goods or services to Spark NZT by those suppliers. A breach of this clause will be deemed a material breach of the Agreement.
2.6 Policies Supplier will use its best endeavours to follow Spark NZT’s applicable policies as provided to Supplier in writing from time to time, and a persistent or material breach of any of those policies will constitute a material breach of the Agreement. Supplier will advise Spark NZT immediately that it becomes aware that it has breached or is likely to have breached any of Spark NZT’s policies including if Spark NZT’s security has been compromised.
2.7 Key Personnel Supplier will assign the Key Personnel to the corresponding roles specified in the Agreement, and will not re-assign those Key Personnel without Spark NZT’s prior written consent, not to be unreasonably withheld or delayed.
2.8 Documentation Accompanying each Deliverable, Supplier will provide Spark NZT with corresponding Documentation. Supplier will ensure that the Documentation includes a complete set of operating, technical and user manuals with a level of specificity to enable a reasonably competent user to make effective use of each Deliverable. If Spark NZT discovers any error in the Documentation, Spark NZT may notify Supplier in writing of the error and Supplier will promptly correct i...
Supplier Obligations. 5.1 Where requested to do so by the Authority pursuant to this Agreement, the Supplier shall:
5.1.1 provide the Services; and
5.1.2 deliver the Deliverables to the Authority in accordance with the Assurance Process and the relevant Project Plan, in accordance with this Agreement and shall allocate sufficient resources to the Project to enable it to comply with these obligations.
5.2 The Supplier shall:
5.2.1 co-operate with the Authority in all matters relating to the Services and the Project;
5.2.2 appoint the Supplier's Team, who shall be suitably skilled, experienced and qualified to carry out the Services;
5.2.3 appoint and, at the written request of the Authority, replace without delay the Key Personnel and/or any member of the Clinical Team;
5.2.4 procure the availability of the Key Personnel and the Clinical Team to provide the Services during the Term and ensure (to the extent possible) that the members of the Clinical Team remain involved with those aspects of the Project to which they contribute;
5.2.5 promptly inform the Authority of the absence (or anticipated absence) of any of the Key Personnel or member of the Supplier's Team material to the supply of the Services. If the Authority requires, the Supplier shall provide a suitably qualified replacement;
5.2.6 not make any changes to the Key Personnel or the Clinical Team without the prior written approval of the Authority (such approval not to be unreasonably withheld or delayed); and
5.2.7 ensure that the Supplier's Team use reasonable skill and care and comply with Good Industry Practice in the performance of the Services.
5.3 The Supplier shall:
5.3.1 notify the Authority as soon as it becomes aware of any health and safety hazards or issues which arise in relation to the Services; and
5.3.2 before the date on which the Services are to start, obtain, and at all times maintain, all necessary licences and consents and comply with all relevant legislation in relation to:
5.3.2.1 the Services; and
5.3.2.2 the use of all Documents, information and materials provided by the Supplier or its agents, subcontractors, consultants or employees relating to the Services or the Deliverables which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications or any of the pre-existing materials specified in the Project Plan.
5.4 The Supplier shall meet the Project Milestones specified in the Project Plan. Where the Supplier fails to meet any Delivery Mil...
Supplier Obligations. Supplier shall provide to EY for the benefit of EY (and where applicable other EY Network Members) the Licensed Items as described in the Purchase Order, in the manner, at the times, for the price, and otherwise as set forth in the Purchase Order. Supplier hereby grants to EY and the EY Network Members, where applicable, a, non-exclusive, irrevocable, enterprise-wide, worldwide, fully-paid, non-transferable licence, for a perpetual term to: (i) Use the Licensed Items; (ii) make and use a reasonable number of copies of the Licensed Items (including any documentation) for back-up, testing, training, disaster recovery archival, and non- production purposes; and (iii) grant a sub-licence to third parties to access, configure and use the Licenced Items in the provision of services to EY and the EY Network Members, where applicable. Save to the extent set out in the Purchase Order, the scope and cost of the Licence shall not be restricted or limited, or calculated by reference to: (i) the number of licensees; (ii) the number of users; (iii) the number or volume of transactions; (iv) the number of employees or turnover of EY or an EY Network Member; (iv) the equipment on which the Licensed Items may be used from time to time; including the number, size or specification of CPUs or (v) the location of equipment on which the Licensed Items may be used. EY and the EY Network Members shall have the right to adapt, reverse engineer, decompile, disassemble and modify the Licensed Items in whole or in part: (i) as permitted by law; (ii) to the extent that such action is legitimately required for the purposes of integrating the operation of such Licensed Items with the operation of other software, the Network or systems used by EY from time to time; or (iii) to the extent necessary for the purposes of back-up and disaster recovery. The provisions of the Licence shall apply to all new versions and upgrades to the Software. Any online “click to agree” licence shrink-wrap licence, or any other agreement presented or required by Supplier to access, use, download, install, or use the Licenced Items will not modify these terms. Authorized users shall include EY Network Members and any employee, partner, principal, director, application or computer process, software agent, contingent worker, consultant, contractor, and subcontractor.
(i) to use the Licensed Items, or any variation or modification of them, in electronic or other format or media, for reports, presentations, and ot...
Supplier Obligations. 2.2.1 Supplier shall provide a firm supply of Electric Generation Service (subject to the terms of the appropriate transmission and/or distribution tariffs) sufficient to serve the full requirements of Program Participants. Supplier shall arrange for the delivery of Electric Generation Service in accordance with the requirements of the LDC and/or PJM ISO according to the rules, regulations, and tariffs governing Third Party Supply Service. These requirements may include electric energy, capacity, network transmission, ancillary services, losses, scheduling, PJM ISO administration fees and RPS compliance costs. Notwithstanding the foregoing, Supplier is not responsible for the performance or failure to perform of the provider of such transmission, distribution, or ancillary services, or the consequences of such performance or failure to perform.
Supplier Obligations. The Supplier will, upon receipt of Charges, allow you to complete your Assessment within 12 months of date of application and will, subject to you meeting your obligations under this Agreement, assess your completed Questionnaire against the Scheme’s criteria. If you have not submitted your assessment within 12 months this agreement is terminated and no refund will be paid to you.